Super Sonic Romance
by MegaTJ
Summary: A new meaning of life finds Rainbow Dash when she meets Rain Cloud. Can she let go of her competitive spirit for this meaning? If she can't, it can't be that bad. Right?
1. The Black Pegasus

The Black Pegasus

"Here we go", he said under his breath, "The weather's perfect and the wind's in my favor. There's no telling when I'll get conditions like this again. It's time to follow in my father's hoofsteps."

The young Pegasus looked down the center of the canyon town at the hole that was in a very large stalagmite. That was the same hole that his father had broken the sound barrier through. He wanted to show everyone he could do it just as his dad did. His runway was set. He would soon be lifting off the cliff that overlooked his town.

He looked to his left, where his mailbox stood. "Cloud" was painted in white on the side. It had served as his starting line ever since he first tried to break his father's record.

A passing pony saw him. "Take cover everyone, Cloud's at it again!" she screamed.

"Everypony for himself!" another exclaimed. The comment caused widespread panic throughout the town.

Hastily, everypony that was outside quickly jumped underneath something or made their way inside a sturdy structure. All was quiet as he prepared to take off.

He looked to the ground and flexed his wings. He studied the path in front of him. There was about forty yards of cliff in front of him. He trained his eyes for the peak ahead.

Tensing up he took off for the end of the cliff. He began to flap his wings to pick up speed. His hooves left the ground, then he put his wings into overdrive. The wind whipped around him, making him feel more alive as he flew faster and faster.

When he was over the town, the air resistance was becoming greater. He now knew in order to surpass his father, he would have to go just a little faster.

All of the ponies below him shuddered at his tailwind as it nearly ripped the roofs off of a few buildings.

The hole was nearing him at an amazing speed. Just as he was ten yards away, the wind fought back. He couldn't break the barrier and the force of the air smashed against him so hard that he was sent reeling backwards.

An on looking pony saw the crash coming. Quickly, she kicked a wagon filled with soft bags of hay over his landing area. Cloud came to a heart-stopping halt when he made contact with the hay. He crashed so hard the wagon rolled back a few feet.

The pony that had saved his tail sighed. She peered over the wagon's edge to find him silently crying at his failure. He saw her and hurriedly tried his best to straighten up.

"Cloud, you have to know when to quit. I know you want to be just like your dad, but have you thought that maybe you just can't do what he did yet", she said sympathetically.

"NO", Cloud shouted, offended, "My dad did it when he was way younger than me!"

The Pegasus gasped at his outburst. He nearly put her into tears.

"Listen, Sugar Pie", Cloud said, calming down, "I don't want to be rude, but, I just need to do what I do until I can outdo my dad." He hopped down from the wagon. "I'm sorry for yelling at you S. P.", he added, as everypony came out from their hiding places, "I was just frustrated."

"I understand", Sugar Pie murmured. Cloud hung his head low and left to be alone. He stretched his wings a final time before shooting off into the sky.

He tried to clear his mind before he turned back. He knew going on a small adventure would take his mind off of it. Being the indecisive that he was he decided to wing it west and see what discoveries lie in wait of him there.

_Meanwhile, in a distant region of Equestria, an entirely different scene was unfolding…_

"Just a little to the left", called Fluttershy gently.

"Right here", Rainbow Dash asked, positioning the net where she thought Fluttershy wanted it.

"Perfect", her friend stated. Rainbow Dash fastened the end of net to a branch and landed to join her nature loving friend.

"So what's the point of these hammocks again", Rainbow Dash asked.

"Well, since the branches on the trees are almost taken up", Fluttershy explained softly, "I decided that we could hang these nets between them so the birds can make nests in them."

She looked up at the nets she had hung. "That's a really smart idea, Fluttershy", Rainbow Dash commented.

"Thank you", Fluttershy replied, blushing shyly at the compliment.

Rainbow Dash nodded. "I'll see ya later, Fluttershy", Rainbow Dash said, flying off into the distance. The wind was moving against her, making her feel better than she had been on the ground. But, being the swift, reckless flier she was, she didn't notice the other Pegasus flying in her direction.

The two hit head on with enough force to knock each other out of the sky. Before she could recuperate, she hit the ground, which knocked the wind out of her. The fall didn't hurt since she wasn't very far up, but whatever she flew into sure did. She rubbed her head in an attempt to ease the aching.

"Owwwww…" somepony groaned in front of her. She looked up to see a male Pegasus sitting and rubbing his own head not far from her.

Any other day, she would have started shouting and told him to watch where he was going, but it was her fault for once. "Hey, you okay?" she asked.

He looked up from behind his hooves to see her and Rainbow Dash was captivated by him. His blue eyes were wide with curiosity. His ghostly white mane was complimented by his jet black body. The top halves of his wings were a brilliant gray blue. His gray tail wrapped his color palette up. His Cutie Mark was an image of a thunder cloud with three blue lightning bolts striking from it.

"Oh, I'm sorry, I wasn't watching where I was going again. I was so caught up in seeing the town that I forgot to look up", he said, giving her a slight chuckle.

She rubbed the back of her head. "I guess it's both our faults", Rainbow Dash said, "I was going way too fast for you to even get out of the way even if you did look up. Sorry."

"S'all right", Cloud said, "No broken bones. Just ruffled feathers."

"So what's your name", Rainbow Dash asked energetically. She started to hover off the ground.

"Well, you hit me so hard I can't remember anything."

"Oh no, I gave you amnesia!" she gasped, horrified. "I am _so_ sorry. I know someone that can help, follow me!" She darted back and forth in her panic. Finally, Cloud grasped her face while she was fluttering upside down and looked at her with a wide grin.

"Rosy Eyes, chill out. It's just a little joke", he said. She crossed her forelegs and pulled her face from his grip.

"Hmph, some sense of humor you've got there", Rainbow Dash huffed, still upside down. She turned away with an angry expression.

"Oh, sorry. It's just that everypony back home would have laughed", Cloud mumbled apologetically.

She glanced over her shoulder. He had turned around as well. She flew in front of him, still upside down. "Well, looks like the joke's on you! I was just kidding from the start", she teased. She laughed.

He started laughing too. "Ha! You got me."

"So, really, what's your name", she asked. She turned so that she was now right-side-up.

"Cloud, full name Rain Cloud. The Prince of Speed. Then there's my dad, The King of Speed", he replied coolly. "So, am I just going to keep calling you Rosy Eyes, or do you have a name too?"

"My name's Rainbow Dash, full name Rainbow Dash, it's short for Rainbow Dash, but my friends mostly call me Rainbow Dash. The Queen of Speed!" she replied, countering his smart answer with a smarter one.

"More like 'Princess of Speed'", Cloud commented.

"What was that?" She cocked an eyebrow at him.

"_Queen _makes you sound old. And besides, there's no way you're faster than me,"

"We'll have to see about that", Rainbow Dash challenged. "Here, noon, we'll race to see."

"Oh, curse my heritage. I cannot turn down a contest", Cloud joked with a fake Trottish accent, "You're on."

"Then it's settled. The winner will be known as the fastest Pegasus in all of Equestria", she declared. As they shook hooves, lightning cracked, and then rain started to fall.

"Oh, darn, I forgot about the scheduled storm today! Looks like we'll have to race tomorrow", Rainbow Dash observed. Cloud was about to object until suddenly, the rain fell heavier and faster.

"Shoot, I'll never be able to fly home in this", Cloud complained.

"C'mon, you can stay at my place until it blows over", Rainbow Dash stated. She flew off in the direction of her home.

She expected Cloud to be behind her until she heard him shout. "I meant I can't fly home in the rain at all!"

She quickly shot back down to his side. "Are you kidding me?" she yelled over the rain.

"Sorry, but I just can't", he shouted. "Medical condition!"

She turned around. "Okay, follow me, and stay close or you'll get lost. I can't even see the trees around us!" she called. She started out in a dead run with Cloud right at her side.

After a long gallop back to her cloud home, and a few trips into water filled holes, they finally collapsed on Rainbow Dash's living room floor. When she shook the water off, she noticed that she wasn't as wet as she should have been with the amount of rain coming down. Cloud on the other hand was completely soaked. Especially his wings, which his used to cover his head and, without her immediate awareness, her.

"Thanks, R. D. I owe you one", he gasped from the long run.

"Don't mention it", she replied, then stopped. "Wait, did you just call me R. D.?"

"Yeah, R. D. Initials ya know?"

"Just Rainbow Dash works."

"Roger that", Cloud said. He took a look around. "It's been a really long time since I've been on a cloud."

"You live on the ground", Rainbow Dash asked.

"More like in the side of a cliff. I live in Canyon Run, east of here", he explained, "To be honest, I didn't think there was any civilization out this way."

Rainbow Dash didn't respond. She was busy getting towels for them.

"Catch!" she quickly said, slinging a towel in his direction.

Thinking fast, he ducked, then did a back flip and landed so that the towel was draped over him.

"Impressive", Rainbow Dash stated, "But I've seen better."

"I give myself a nine point six", Cloud countered.

"A lucky nine point six", Rainbow Dash added. She now had a towel draped over her.

"Ya know Rainbow Dash, you're not like any other pony I've met before", Cloud said.

"Is it a good thing or a bad thing?"

"Well, if you count a personality like mine a good thing then yes, a very good thing."

Rainbow Dash rolled her eyes, "Oh, please, I'm nothing like you."

"Really? We're both witty, fast, quick tempered Pegasi that are fun to be around. I think that defines us both pretty well."

"I still don't see it your way."

"Well what do you see", he asked.

"I see a handsome black Pegasus that can't fly in the rain and thinks we have the same personalities and I see a blue Pegasus that just sees another challenge to try and beat", she said, grinning.

He raised an eyebrow. "Handsome, you say?"

"Oh, I-I…what I meant was…n-no, I didn't mean to say-" She was stammering, complete proof of her embarrassment. Where did "handsome" come from?!

He gave her an impressed look and laughed. "Ya know, you're really cute when you stutter", he said.

She blushed deeply. "Well, you're…", she started, trying to come up with a playful insult.

"What, handsome, cute, cool, sly, fast", he suggested.

Rainbow Dash stared in awe at him. He was good. She quickly looked for a way to change the subject. "So why can't you fly in the rain?"

"My wings", he said, giving his soaked appendages a flap, "Doctors say my feathers are way to absorbent. Soak up water like a sponge."

"Wow that sucks."

He nodded in agreement.

Rainbow looked around for something to say. "Uh…you hungry?"

"You betcha!" Cloud rubbed his stomach.

"This has been a great day", Rainbow Dash said, sitting on her cloud-couch in the living room.

"Yep", Cloud agreed. He was hovering in the air with his hooves behind his head, "I made a new friend; she thinks I'm handsome; and I find her cute."

"Really?" Her head jerked up to look at him.

He opened his left eye and looked at her indifferently. "I'm not going to lie", he said.

For some reason unknown to her, her heart fluttered in her rib cage. "Thanks, it's too bad I have to beat you in the race tomorrow."

"I don't know, with the weather like this, we may have to wait longer." Immediately after his statement, a crack of lightning shook the house.

Rainbow Dash cringed. But since Cloud didn't notice, she replied. "It should be over by morning", she replied, "I heard from the Pegasi up top that it was a quick storm. Nothing serious."

"I hope so, Sugar Pie doesn't like thunderstorms", Cloud commented.

A twinge of pain pricked her heart. Rainbow Dash's ears drooped slightly. She didn't know why. "Who's Sugar Pie?" She kept her voice from quivering as she asked.

"She's a really close friend. We're almost family", he answered, as if it were nothing.

"Oh", came her quiet reply. She felt a little relief when she heard that, but could still feel that stitch of hurt. She tried to shrug it off and yawned. "It's been a long day, I think I'll go to bed now."

"Good night, guess I'll sleep out here", Cloud called as she flew to her room.

"Good night Cloud", she called.

He sighed. "That is one awesome Pegasus."


	2. Rainbow's Friends

Rainbow's Friends

Rainbow Dash lazily woke up the next morning. The sunlight was barely drifting through the clouds and into her room. She heaved a heavy yawn and forced herself up.

"Ugh, mornings", she grumbled. To wake herself up, she made her way over to an overhanging cloud shelf. She squeezed it hard to make rain drop onto her head.

"Ah!" she cried, shuddering, "That's cold! Cold rain!"

She looked outside her window. The ground was covered in puddles and muddy spots. She shrugged, not giving it a second thought. That's usually what happens after storms after all. Rainbow Dash flexed her wings and fluttered into the air. She flew down to the living room, but stopped at the corner. She heard movement in there and peeked around the wall to see Cloud doing pushups one-hoofed. His back was turned toward her.

She stared at him. He looked even better than he did yesterday. She sighed, to her horror.

"You know, it's impolite to stare", he called sarcastically. She blushed, not wanting to reply. It would be too embarrassing to try and argue with him.

She hovered over to him.

A boasting thought entered his mind. He smiled as he grunted, "Three hundred ninety-nine…four hundred." He lifted up and took a few deep breaths.

"Only four hundred?" Rainbow Dash teased, "Please, I can do that in my sleep."

"Who said I was awake?" he chuckled.

Rainbow Dash's heart did a summersault.

"I made you breakfast. It's in the kitchen. Enjoy."

"Okay, I don't know whether that's cool or creepy."

"I do it for all of my friends."

That twinge of hurt came back. "'Friend'?"

"Yeah, friends, that is what we are right?"

"Y-yeah, friends, sure. Friends." She turned away to hide her blush and disappointed expression.

"OW!"

Rainbow quickly turned around to see Cloud on the floor, writhing in pain. He was grasping his inner wings. Her heart kicked into overdrive.

"Oh my gosh, you okay?!"

He nodded. "Yeah, my wings are just really sore."

"Why?"

"It's probably because I was keeping you as dry as I could yesterday. I held my wings over you on our way here. They got heavy with the rain."

Rainbow Dash blushed. "Why did you do that? I can deal with getting wet."

"Even the Princess of Speed can't stand up to a bad cold", Cloud explained.

Her heart jumped again and she smiled. Rubbing the back of her neck, she sheepishly said, "Thanks."

"Anytime. Now go and get breakfast." he fake ordered.

"I wonder…" Cloud looked at the pictures Rainbow Dash kept on the living room shelf. He saw that she had many friends but not one picture captured her with a colt. There were pictures of plenty of them, but from what he could observe, none of them appeared to have any special relation to her.

The Pegasus sighed. "Maybe this time I can get it right."

"Get what right?"

He turned around to see that Rainbow Dash had been behind him the whole time. Now they were face to face.

The two stood there, dumbstruck and dazed. Cloud took the moment to look at her carefully. He took in her every feature. He really liked her rainbow mane, but what really captured his attention were her eyes. He got so lost in that rosy red color. A warmth made its way to him. It was a nice warmth, different from anything he had ever felt.

Rainbow Dash seized the moment.

"You know it's impolite to stare", she commented.

He smiled. "Sorry, it's hard to stop looking at something so beautiful."

Rainbow Dash's jaw dropped. She had finally met her match. How could she win against a Pegasus that had no shame? And furthermore, he called her _beautiful. _For a full two minutes she stared at him.

He rolled his eyes. Cloud gently used his hoof and pushed her mouth back into the appropriate position.

"There. Now a fly won't buzz inside", he chuckled.

She snapped back from her shock. "Did you mean it?"

"Yeah, flies don't taste very good", he replied.

Now Rainbow Dash was confused. She couldn't tell if he had been sarcastic the whole time or if he really did mean it.

"No, I-never mind", she said, giving up. An idea popped into her head. At least it would get her mind off the situation. "Hey, why don't you come and meet my friends?"

Cloud thought for a moment. It would help him to find out if there was a...well, better let time figure that one out. He nodded.

She rose into the air.

"Okay, let's go! I'll race you to the library!"

"Save the racing for later!" he called as she darted out. Cloud shook his head and left out after her.

By the time he had entered the sun's heat, Rainbow Dash had already flown out of sight.

"I wonder how long it'll take her to figure out that I have absolutely no clue where anything is in this town", he wondered to himself. He shook his head sarcastically and jumped into the air.

An unbearable pain shot through his wings when he tried flapping them. For an instant he was momentarily stunned, rendering him completely helpless as he fell. Through the pain, he managed to spread his wings and glide recklessly downwards until he came to a crashing stop into a mud puddle.

"I'd rather get hit head on by Rainbow Dash a hundred times than go through that again", he groaned. "So uncool…"

A few agonizing seconds passed before he could push himself up. He thought about what Rainbow Dash would say when he told her the race was out of the question.

He shrugged. "All well." He couldn't exactly help it.

He shakily stood up and walked in a random direction, hoping it was the right way. He didn't pass Rainbow Dash's home while sightseeing the day before, so he didn't know how to get to town from there.

The walk was silent, and Cloud was finding it unnerving. He kept walking in a straight line in case he couldn't find the town and had to turn back to wait on Rainbow Dash. For a while, nothing seemed to point to civilization, so he began to turn back.

A magnificent chorus of chirps and tweets caused him to pause. He looked in the direction of the carol and saw dense a dense tree line with undergrowth. He marked the direction of the way back with some nearby twigs and walked over to the shrubs.

He parted them and saw a beautiful cottage that was carved into a tree. There was a stream that flowed through the yard and under a small bridge. To Cloud it looked like a giant animal sanctuary. There were bird houses, nests, and burrows galore. To add to it, there were rabbits, birds, squirrels, and many other types of animals frolicking about.

Cloud followed the singing to a tree where about twelve birds were whistling. A yellow Pegasus that was fluttering in front of the tree seemed to be conducting the music.

"Now I'll be able to get some directions", Cloud said under his breath. He stumbled through the bushes and tripped out through them to the other side. The landing was not a soft one.

"What else could go wrong?" he sighed. He picked himself up and walked over. "Excuse me."

The Pegasus jumped, and hesitantly turned. He only got a quick glance of her face.

"IEEEEEEEE!" she screamed. Before Cloud could say a word, the Pegasus had dashed into her home. The door slammed shut as well as every window. All of the animals had either scurried or flown away.

"Sorry if I scared you!" Cloud called, "I was just looking for directions to town!"

There was no answer from inside. Cloud sighed. Another false turn. He looked into the stream as if seeking help from his reflection and couldn't believe what his eyes told him. Neither could he suppress his laughter.

He was covered from head to tail in leaves, vines, and mud. Thinking back he now knew why he scared the Pegasus. The mud he crashed into mad the vines and leaves stick to him after he stumbled through the bushes. The combined elements made him look like some kind of forest troll.

He kept laughing until it hurt. Cloud moved away from the stream and shook off as much of the muck as he could. He looked back toward the cottage.

"Hey! I'm sorry for scaring you! I didn't know I was covered in all that stuff!" Cloud waited for a reply, or at least some movement. Three minutes passed before he decided to leave. He walked back toward the bushes he had staggered through.

"Oh, there you are!"

Cloud smiled and turned to greet the blue Pegasus. Rainbow Dash crossed her hooves. She didn't look very happy.

"Let me guess", Cloud said, "I'm toast."

"Extra crispy" she added.

Cloud braced himself, here came the earful.

"Do you know exactly how long I waited for you to get to the library?!" she exclaimed. "I started to think that you flew into a tree or something!"

He gave her an amused look. "I take it you were worried about me?"

That hushed her.

"Rainbow Dash", he chuckled, "You know I'm not from around here. I don't have the slightest clue where the library is. And even if I did, you shouldn't have taken off like that, I almost got hurt real bad trying to fly after you. My wings are so sore I can't fly straight."

Rainbow Dash landed next to him and guiltily sighed. "I'm sorry."

"For what? I would have done the same thing. We're both air-headed", he grinned.

She brightened up. "What are you doing here, anyway?"

"I came to ask the Pegasus that lives here for directions into town, but ended up scaring the feathers off her. Now that you're here I don't need directions, but I would like to apologize ya know."

"You're in luck, she's my friend."

"Really?"

"Uh-huh." She flew up to the door and knocked.

Cloud couldn't hear what she was saying, but whatever it was it was coaxing the shy Pegasus out. Rainbow Dash kept whispering to her until she was standing in front of him.

He softly offered her his hoof.

"I'm Cloud", he said politely, "Rain Cloud."

Fluttershy looked at his hoof and shyly turned her face away. She whispered something, but it was so quiet he couldn't tell what it was.

He knew how to handle this. Looking around, he spied a little patch of daffodils. While he made his way over to it, Rainbow Dash was trying to explain that Cloud was her friend and only wanted to meet and apologize to her.

"Come on, Fluttershy, Cloud's a nice guy. He won't hurt you", she said.

"I don't know, he seems too…" Fluttershy struggled for the right words.

Cloud returned with a daffodil in his mouth. Carefully, he put it behind Fluttershy's ear. Rainbow Dash was surprised he even got near her without her flipping out.

"There, that'll help", Cloud said.

Fluttershy looked to Rainbow Dash helplessly. She only gave her the "I told you so" look.

Fluttershy turned to look at Cloud again. She blushed. "Thank you. I really like daffodils."

Cloud nodded. "Me too." He held out his hoof again.

This time, she gingerly grasped it and shook gently.

"I'm Fluttershy. It's nice to meet you Cloud."

"Same here."

"Fluttershy, we're going to the library so Cloud can meet Twilight. Wanna come with?"

Fluttershy shook her head, "Oh, no, I'm afraid I still have to take care of the animals here. I may go there later though."

"Okay. See ya later Fluttershy."

"Goodbye."

Cloud simply nodded. He never liked to say "goodbye".

Rainbow Dash flew next him as they walked.

"So, how long are your wings going to be hurt?"

"I don't know. They've never been this sore before."

"They better be okay before our race. I won't show any mercy."

Cloud sighed. "I know you won't, but I gotta tell you some bad news. The race isn't going to happen today. At least not by noon. I'm too hurt for that. Sorry."

Rainbow Dash dropped and walked beside him. He himself was looking down. "All well, I really didn't feel like beating you today anyway. It's _way_ better to have an audience."

Cloud cracked a smile. "Thanks." He ruffled her mane, which earned him a hard push from Rainbow Dash. The rest of the way into Ponyville was filled with playful jokes and pranks. They were laughing very hard as they passed over the entrance bridge.

"Well, howdy there Rainbow Dash!"

They turned around to see Applejack carrying two baskets of apples. She crossed the short distance to them.

"Hey, Applejack."

Applejack looked at Cloud and immediately recognized him as a newcomer. She energetically grabbed and shook Cloud's hoof. "Hah Ah'm Applejack, welcome to Ponyville, stranger! Ah just love makin' new friends. What's yer name?"

"This is Cloud." Rainbow Dash introduced, "Cloud, this is Applejack, the most athletic pony around!"

"Aww, shucks, yer too nice."

"It's awesome to meetcha , Applejack", Cloud said, having finally stopped his still shaking hoof.

"You too." She turned to Dash. "Ah'm headed over to Twilight's for a bit. She asked me to bring some apples for an experimental thingy."

"Hey, we're going over there too!" Rainbow Dash shouted.

"Ah guess it's a good thing Ah brought extra apples then. Ah'll be there 'til after lunchtime."

The three continued walked to the library together. Cloud and Applejack seemed to really like each other's company. A sour taste formed in Rainbow's mouth. She didn't know what it was, but she didn't like it.

"So, uh, what do y'all do fer a livin' Cloud?" Applejack asked.

He shrugged "I don't really have a job job. I'm mainly the muscle around my town, so I help out anypony that can't handle a job alone. I usually just help out with weather control and stuff like that", Cloud explained. "I get money from the mayor, who has recognized what a Good Samaritan I am. That and she's really good friends with me"

"What y'all have fer family?"

"I live with my baby sister and twin brothers."

Rainbow Dash's ears perked up. She forgot all about her feelings. "What about your dad? Ya know, the King of Speed?"

Cloud remained silent for a few seconds. "I don't like talking about it."

Rainbow Dash felt her heart plummet. She didn't mean to make him feel bad.

"What about you Applejack, do you have any family?"

"Ah sure do! There's me, Big Macintosh, Applebloom, Granny Smith…"

Cloud stared in awe as he listened to the countless names of the Apple family. It was huge! When she finished, Cloud's head was spinning trying to comprehend a number so high.

"And that's everypony in mah family", Applejack finished, "Say, what are the names of your brothers and sister?"

"Oh, well, there's little Sprinkle, she's the youngest. We usually call her Breezy, because she likes the wind and is really quiet. Then there's Gale, he's the older twin. He's the troublemaker. He can't go a day without getting in trouble. The younger twin's name is Gust. He's more peaceful and smarter than Gale, but he likes to show off. Heh, they're both showoffs.

"Sounds like they take after their big brother perfectly."

Cloud rolled his eyes at Rainbow Dash's poor taunt. "Please, if I wanted to showoff I would be flying circles around you right now."

"I thought your wings were sore", she remarked

"Exactly."

They both gave the other a challenging smile.

"We're here!" Applejack announced, stopping the standoff.

Cloud looked up at the large library. This was made from a tree as well. Applejack gave the door a few hefty knocks.

"Twilight, Ah'm here! Ah got the apples you wanted!"

The door opened, revealing the lavender Unicorn. "Ahh, I've been waiting for you forever."

"Sorry, Ah got a lil' occupied", Applejack apologized. She motioned to Rainbow Dash and Cloud, who were busy trying to get the other in a headlock.

"Rainbow Dash, what are you doing?" Twilight asked.

They stopped, dead wrestle to look at her.

Rainbow Dash smiled innocently. "It's his fault."

"Yeah, okay, blame the one being attacked. Nice." Cloud countered.

Twilight looked at him, noticing him for the first time. "I don't believe I've seen you around here before. What's your name?"

"I'm Cloud, Rain Cloud. I ran into Rainbow Dash yesterday, literally, and she's taking me around to see the sights and meet her friends", he answered. Rainbow Dash playfully punched him in the shoulder.

Twilight rolled her eyes. "Come in, but please, don't break anything."

"I'll try my best", Cloud snickered. As he passed her, he bumped his wing on the door frame. The Pegasus yelped in pain.

"Oh, my, are you okay?" Twilight asked.

He nodded, rubbing away the pain.

"He hurt his wings helping me out yesterday. Anything you can do to help?" Rainbow Dash explained.

"Ah have an old family remedy that'll clear that right up!" Applejack declared.

"I don't think that will be necessary, Applejack. I have something already prepared that will help you, Cloud." Twilight said, remembering just what Applejack's remedy consisted of. She cringed at the thought.

"No, I'm fine, I'll be okay, in a few da-" Cloud started.

"Nonsense, I can make you feel better in a few minutes. It's no trouble at all", Twilight interrupted.

He shrugged. "Okay, since you insist."

Rainbow Dash fluttered in behind them, filled with hope. If Twilight could help, then the race was back on!

"Okay, you just sit right here and I'll be back with that medicine", Twilight instructed.

Applejack set the buckets of apples on the nearest table. "So, you hurt yer wings by helpin' Rainbow Dash yesterday?"

Cloud nodded. "Actually, she was helping me. I was stuck in a storm and she ran me home. I can't fly in the rain, so I had to run next to her. I used my wings to cover us, but I was more concerned about keeping her dry."

"Yer quite the gentlecolt, Cloud. Yer real lucky Rainbow Dash", Applejack commented.

"Yeah", Rainbow Dash agreed. Her eyes widened, just realizing what had been said. "Wait, what?"

"You're lucky, you two seem t' be best friends. Y'all have a lot in common, ya know, stuff lahk that", Applejack clarified.

"Oh." Rainbow Dash sighed silently, she thought Applejack was implying something else.

"Okay", Twilight said, carrying a small vile with green liquid with her magic, "I'm back."

She gave the tiny bottle to Cloud. "Just a sip of this and you should be feeling better."

Cloud quickly drained it. He stuck his tongue out in disgust. "It tastes like how my brothers' room smells!"

"Sorry, I guess I should have warned you about the taste", Twilight apologized.

"How's the wings", Rainbow Dash asked.

He opened them. "They feel better. Still sore though. Won't be doing any serious flying for another day."

She sighed, "At least we don't have to walk everywhere anymore."

"I wish I had more, but I can't make any more until my assistant gets back from his trip. He's the only one that knows how to make it…" Twilight offered him an apologetic smile, but Cloud shook his head.

"Hey, I can fly right? That's a plus isn't it? I say you did a great job." Cloud jumped into the air. "Many thanks, Twilight, now we can go see the rest of Rainbow Dash's friends faster than anything!" His belly grumbled. "Oops, heheh, I guess I forgot to eat breakfast this morning."

"Hmmm…It _is_ time for lunch", Twilight said, observing the clock hanging from one of the book cases.

"I can go for some lunch", Rainbow Dash stated, rubbing her own belly.

Cloud shrugged, and chuckled as his belly grumbled again. "Heheh, an apple or two will make me feel better."

"Did someone say lunch?"

They all turned to see Spike walking down the stairs rubbing his eyes and yawning.

"This is Spike, my assistant. Well, my number one assistant." Twilight then sighed at his yawning, "He was supposed to be helping me clean up."

"It's not my fault you leave such a big mess for me to clean up, and besides, you got caught up in your experiment and I just fell asleep I was so bored."

"Ugh, anyway, Spike, this is Cloud, he's a friend of Rainbow's."

"Wow, any friend of Rainbow Dash is a friend of mine", Spike said, "You hafta be pretty awesome.

"I can hold my own in an awesomeness contest", Cloud commented, "I'm Cloud. Nice to meetcha, Spike."

They shared a quick conversation before Applejack started to dish out her apples. Then lunch was on.

"Thanks again, Twilight. Are you sure there's no way I can pay you back", Cloud asked, as he and Rainbow Dash exited the library.

"No, consider it a friendly favor", Twilight replied, "Sorry you can't stay, I'm incredibly busy."

They waved her goodbye before she closed the door.

"Where to no—" Cloud started. A flash of pink kept him from finishing his question. He managed to shake away the dizziness and look at his attacker.

A pink pony was looking down at him curiously.

"Are you Rainbow Dash's new friend?" she asked excitedly. He nodded. She bounced into the air.

"YES! I _KNEW_ it! Rainbow Dash only hangs out with the coolest ponies!" she squealed.

"Pinkie Pie, calm down, you're scaring him", Rainbow Dash snickered. Cloud stood up and shook his head.

"As if, nothing scares me!" he boasted proudly.

Pinkie Pie had now calmed down—sort of—and was managing to bounce in place. Cloud recognized her from a photo on Rainbow Dash's shelf. It showed the two laughing hysterically at something.

"What's your name?" Pinkie Pie asked.

"Rain Cloud, but everyone calls me Cloud for short."

"Ooooh! That's a cool name! I don't think I've ever met a pony with a name like that before. Hey, Rainbow-" Pinkie was cut off by Rainbow Dash, who firmly clomped a hoof over her fellow element's mouth.

"Pinkie, just shake hooves", Dash said flatly.

Immediately, Pinkie Pie grabbed Cloud's hoof and shook it. "I love making new friends! I know, I'm gonna—"

Pinkie didn't finish her statement in front of them. Before Cloud could blink, the pink pony was already tearing off in the direction she had just come from.

"Does she always…" Cloud started.

Rainbow Dash nodded.

He shook his confusion away and asked, "Where to now?"

"The only other place left. To the Carousel Boutique!"

"A dress shop? You don't have to look good for me", he said teasingly.

"Are you kidding? I don't need a dress to look good", Rainbow replied.

"You sure don't." Cloud beamed.

Rainbow Dash's cheeks quickly turned pink. But then she came up with a comeback. A little acting never hurt anypony. "You think so?"

For the first time, she had Cloud in a corner. For her act, she moved her face up to his, looked up, and batted her eyelashes. When you're friends with Rarity, you do pick a few things up. Especially how to charm a stallion.

Cloud was now the one blushing. He didn't want to outright tell her the complete truth and pretend not to mean it. He could only shy away. It wasn't the time to tell her.

"The Carousel Boutique, you said?" he asked, giving up.

She nodded, giving him a victory grin.

They started off in the direction of Rarity's. The short flight was mostly silent, except for the flapping of their wings. It wasn't until they got to the Carousel Boutique that Rainbow Dash got that very sour feeling in her stomach again. As they moved closer, the feeling became more intense. She didn't know why, but she had a hunch that it had something to do with Rarity.


	3. Canyon Run

Canyon Run

The bell rang as the Pegasi walked into the boutique. Instantly, Rarity approached them. The seamstress had already seen them, so she didn't bother with the usual, almost instinctive greeting she gave customers.

"Rainbow Dash! How wonderful of you to visit!"

To Cloud, it was evident that Rainbow Dash didn't stop by the Carousel Boutique very often. He watched as the mares gave each other a friendly hug, with Rainbow Dash being a little less eager than her friend. Rarity peaked over Dash's shoulder to see Cloud and was immediately in front of him, leaving both Pegasi stunned at her speed.

"Rainbow Dash, aren't you going to introduce me to your friend?"

The sour feeling in Rainbow Dash's belly got worse. Rarity's flirty attitude toward some of the stallions could sometimes get the best of the unicorn, and Rainbow wasn't appreciating it now. She tried to shake it away and walked back over to Cloud, who was retreating away as Rarity's face moved closer to his. He looked at Rainbow Dash as if to scream, "SAVE ME!"

Rainbow Dash came to his rescue. She tried to keep it lighthearted, so she pulled Rarity a few feet away from him. "Hey, let him breathe, will ya?" she chuckled.

The unicorn blinked. "Oh, my apologies! I was just so overwhelmed by a stallion with such a unique color pattern that I couldn't control myself." The half lie seemed to work, so Rarity decided to use it to look at him from every angle.

Rainbow Dash took a look at Cloud to see what Rarity was talking about. For the first time, she fully noticed his body color. He wasn't completely black. As a matter of fact, he was dark gray more than anything. A dark gray stripe ran down the middle of his face and along the middle of his body. His legs shared the same shade. There were two panels of black on either side of his body. His tail was a few shades lighter gray.

"Really?" Cloud looked at himself. "Is it that special?"

"Why of course it is!" chimed Rarity. She got uncomfortably close to Cloud again.

Rainbow Dash grabbed her more sternly this time. The sour feeling was starting to burn her stomach. "Come on Rarity, he's not a jungle gym."

"Of course…" Rarity said. She walked calmly back over to Cloud and extended her hoof. "Please forgive me for my ill-mannered introduction. I'm Rarity."

Cloud hesitantly shook her hoof. "I'm Rain Cloud, but you can just call me Cloud."

"What an appropriate name for a Pegasus", complimented Rarity.

Rainbow Dash knew it was time to bolt. The longer they stayed, the worse it would get. "Hey, Rarity, we're kinda in a hurry. Sorry we can't stay, but we really need to jet."

She grabbed Cloud and ushered him to the door.

"But, don't you want to show him around the boutique?" Rarity tried in vain to keep them inside, but Dash had already pushed Cloud over the threshold.

"Hmph", Rarity huffed in light frustration, "They could have at least stayed a _little_ while longer…"

She looked around the room and was reminded that the Boutique hadn't been busy all morning. _I suppose it would be fine if I left Linen in charge…_

"I am officially weirded out now", Cloud said. He looked over his shoulder at the dress shop. A slight chill ran down his back. "What was that girl's problem?"

"Yeah, sorry about that. I shoulda known Rarity would've acted like that", Rainbow Dash apologized.

Cloud cocked his head to the side. "Why's that?"

Absent mindedly, Rainbow replied what she thought. "She always gets like that around cute colts." Her immediate reaction after realizing what she said was to put her hooves to her cheeks to hide her blush.

Cloud only smiled, and turned as if she never said a thing. He looked over his shoulder, "Where to now?"

His fake ignorance helped Rainbow Dash get rid of her blush. She put a hoof to her chin. "Hmm, let's see…after Rarity, Fluttershy, Twilight, Applejack, Pinkie Pie…I guess we could go by Derpy's…No, she's got mail duty today…Vinyl has a date. Um…" She struggled to think of more places where she could spend time with him. Wait, why would she want to spend time with him? Oh, that's right. _Because he's cool…_she thought, _Yeah, that's it, he's just a cool colt._

Rainbow's struggling gave Cloud a great idea. "Hey, Rainbow Dash."

The blue mare was brought back from her thoughts. "Yeah?"

"I just got an awesome idea", he declared. Before she could ask what, he quickly went on, "You can come with me back to Canyon Run! It's not that far, and I've got to check up on the sibs anyway, so why don't you come and see where _I _live?"

Her heart hit her throat. "Y-yeah! That'd be awesome!" _Oh, man, why did I just stutter?_ _Am I getting nervous? No! Rainbow Dash does not get nervous!_

"Alright, but under one condition." Cloud smiled deviously.

"What?"

"You hafta keep up!" The shout had barely left his mouth before he shot straight up and headed east. Ignoring the pain, he pushed his wings to their maximum potential. To try and at least be _fair_, he let up slightly to give Rainbow Dash a chance to catch up with him.

His quickness caught Rainbow Dash off guard. She hesitated, but soon shot into the sky after him. He had a huge lead already so she put her wings into overdrive. There was NO way she was going to let him beat her. The distance between them got small quick with her speed behind her. After she made it to his tail, she slowed down so that she was slowly passing him. As she did, she decided to add insult to injuring and turned on her back so now she was just lazily cruising along. Cloud rolled his eyes at her. She pulled ahead just a little and matched his speed.

Over the wind, he shouted, "You know, showing off gets you nowhere!"

"I could say the same thing!" she shouted back, "I thought you couldn't do any serious flying!"

He shot her a smirk, "Oh, no, this isn't _serious _flying. Trust me. Tomorrow you'll see that!"

"We'll see!"

"We sure will!"

And that's how the rest of the flight went, insult after insult flying back and forth as the two flew to Cloud's hometown. They did slow down to a moderate coast after a while. Mainly because their throats were starting to hurt through the shouting.

Meanwhile, Rarity was just walking out of the Carousel Boutique when Rainbow Dash disappeared against the blue sky. She looked up just in time to see the speedy Pegasus kick her throttle to full power.

She sighed as she watched the two specks fly off. "Now why is it every time Rainbow Dash brings a new friend around, she always races them off? Honestly, can't that Pegasus go one day without challenging somepony to some reckless competition?"

Cloud skidded to a halt just before the cliff that overlooked Canyon Run ran out of ground. Rainbow Dash landed right next to him. She took a second to catch her breath. With a smile and an outstretched hoof, Cloud declared proudly, "Welcome. To Canyon Run!"

Below them everypony was trotting here and there amongst the many buildings and shops, buying groceries and luxuries. Others were happily chatting on their way to the different hangouts and attractions that Canyon Run offered. It was very peaceful despite the bustling. The town gave off an air of playful energy, but at the same time, the perfect feeling of responsibility.

The cyan Pegasus was captivated by how massive it was. "Whoa…" Rainbow Dash was just amazed at how many of the houses were built into the walls of the canyon itself. The rest was built on top of a colossal plateau that nearly conjoined both sides of the canyon. It was well fertilized, as much of the top was covered with grass instead of rock.

"Impressive right?" Cloud looked to Rainbow Dash.

She was still awestruck. She slowly nodded.

"Come on!" He jumped down and allowed the warm breeze to carry him in a glide over the town. Rainbow Dash followed, for once in her life, slowly. She looked around, taking in what Canyon Run was about. It wasn't often she wandered into a new town, so this was something almost new to her. Cloud looked behind him to see that Dash wasn't even drifting at gliding speed.

She was barely moving at all. Just lost in awe. He smiled and flew back over. When she looked at him, he nodded over to a house at the back of the town. It was in the side of the cliff that was much higher than the rest. "Come on", he said, "I wanna show you something."

He flew to the house and she followed, no longer absorbed in the town. "What is it?" The house was much larger up close. It looked big enough to hold three families at least!

"I know what you're thinking", Cloud chuckled as he glanced at her shocked face, "And it's not a hotel."

"Then what is it, a storm shelter or something?"

He rolled his eyes and opened the door. "Just come in and see."

She gave him a challenging look, her imagination conjuring up wild dangers. "How do I know this isn't some spa or something? You could be trying to force me into a hooficure."

"Okay", he replied with a laugh, "One, I'm a _guy. _Two, you don't need one. Your hooves are awesome enough. And three, I think you'd be too chicken to get a hooficure."

Her head snapped back to him and her eyes narrowed into a glare. "What did you just say", Rainbow asked semi-darkly.

He grinned teasingly. "I just called you a—"

Cloud didn't get to finish his taunt. Rainbow Dash had full out tackled him. She hit him so hard that they both nearly fell off the far side of the cliff. He fought back, trying to get on top of her. She saw it coming and used her left hoof and planted it firmly onto his. She did the same with the others until he was completely pinned underneath her.

"That", she said, "is for calling me a chicken."

Cloud looked up at her with a smile and started to laugh.

"What's so funny?" Dash demanded, tightening her grip on him.

He couldn't answer through his laughter. It steadily got louder and louder until Rainbow Dash couldn't take it.

"WHAT'S SO FUNNY!?" she screamed.

"This is the first time in my life somepony pinned me first!" he laughed, "I can't believe it! Congrats, Dash!"

Rainbow Dash loosened her grip. And to think she thought that she thought he was laughing at _her_. She climbed off and let him stand up.

"Woooooooo!" the black Pegasus cheered. "What a rush!"

"Yeah, well, don't you _ever_ call me a chicken again", Rainbow Dash said, "There is one thing Rainbow Dash is _not_. And that, is a chicken."

"Dash", Cloud said, "I know you're not a chicken. You're just not a girly girl."

"And you better not forget either of them", she said darkly.

"I won't", he replied. He rubbed the side Dash tackled and added with a wink, "I promise you that."

He walked back to the cliff and motioned for Rainbow to follow him. "Ok", he said, "Are you ready to see my home?"

Rainbow Dash quickly looked up at the massive house. "You're kidding! There's no way this thing is a house!"

"Well, it is." He pushed the door open.

The inside was darker since all of the windows and curtains were closed. It was super spacious. The ceiling had to be at least twelve feet high! There were pictures of Cloud and his family hanging and placed everywhere on the walls and shelves, but it was so dark Rainbow Dash couldn't really make out the faces.

"The kids aren't home", Cloud observed.

"How do you know that?" Dash looked around. "They might be in their rooms or something."

"No, not at this time of day", Cloud said, "Sprinkle maybe, but not the twins. They would've tried to tackle me by now."

"You wanna go look for them?" Rainbow asked.

"Nah, I wanna show you my room first." He jumped into the air and flew up through a hole in the ceiling. Rainbow Dash followed him without missing a beat.

There were holes in every story's ceiling and floor, leading to the other floors. She chased Cloud's tail through about ten of the holes until he flew past one and landed beside it. Rainbow Dash didn't see it and kept going. Fortunately, before she crashed head first into a stone overhang above the hole, Cloud grabbed her tail and pulled her back down.

"I guess brains aren't your strongpoint, Dash", Cloud snickered.

Her face lit up red with aggravation. She couldn't think of a good comeback, so she just let it go for the time being. Cloud would pay later. She decided to finally look around the room. If the living room was big, then Cloud's room may as well have been the sky! Enormous didn't even begin to cover how big it was! There was enough room for her to easily perform a Sonic Rainboom! His furniture was situated in a far corner. Orbs of light were floating around the room. It was some kind of magic light if Rainbow remembered correctly.

"What can I say? I love to fly." Cloud grinned at Rainbow Dash's open mouth.

"This place looks a lot smaller from the outside", Rainbow said, finally recovering from her shock.

"That's because the highest window in the house is Gust's room's window. The rest of the canyon wall is my room." Cloud hopped into the air again. "Come on, follow me." He flew straight up, dodging the balls of light. He kept his pace slower than usual, but only to make sure Rainbow knew it wasn't another race.

The blue Pegasus followed right beside him, wondering why they were flying to his high ceiling.

They kept flying upwards until they reached the stony ceiling. There was light filtering in through a trapdoor. Cloud pushed it open and flew through it, sticking a hoof back through for Rainbow Dash to grab onto. She would have preferred to have just flown through like he did, but for some reason she wanted him to pull her up, so she grabbed it.

Cloud jerked her up and set her beside him. With his tail he shut the door, and walked to the side of the roof. Dash followed him and peered over the edge. They were so high up! Even higher than when they first came in! Everypony in town looked like little ants from where they were! The wind was wild where they were, too. It was causing Rainbow's mane to whip her in the face. She pushed it to the side of her head.

"This is the highest spot in Canyon Run", Cloud declared proudly. "I like to jump right over the edge, but not today, my wings—"

Out of nowhere, two blue blurs hit Cloud hard. The three rolled several feet, kicking up dust. Rainbow Dash was about to help the black stallion, but then she heard laughter coming from the dust cloud. Soon the dust settled, revealing Cloud sitting with his hooves crossed on top of two smaller colts.

"How many times do you guys need to learn this lesson", Cloud asked the two.

"It wasn't my idea", the darker one said smugly, "It was this dolt who pushed me to do it again."

The lighter colt was grinning from ear to ear. "We'll get you one of these days big bro."

Rainbow Dash straightened up. These were the twins!

"You guys are lucky we have a guest or I would sit on you longer." Cloud stood and let his little brothers up.

They glanced at Rainbow Dash. Cloud said, "Rainbow Dash, this is Gale and Gust, the, uh, what do you call yourselves again?"

The twins puffed out their chests proudly. Gale started their motto. "We are the two winds that make a storm."

Gust continued dully, "A front of cold and a front of warm."

They flew into the air and finished it together. "Gusts and Gales chase each other!"

At once they started flying in a circle as quickly as they could. About five seconds later the two were spinning so fast a tornado had formed. It was small, but looked like the real thing. The twins landed quickly and both finished the chant. "We are the Twister Brothers!"

"Eh", Rainbow said flatly, "I give it a five-point-eight."

"Say what!?" Gale exclaimed.

"That's the best mantra we've ever come up with", Gust explained with a frown.

"Oh, come on Dash", Cloud said with a grin, "Don't be _that _mean to them."

"Okay, you guys get an eight."

"That's better", Gale said with a slight growl.

"It's not _as_ embarrassing", Gust added.

"Okay, moving on." Cloud put his hoof around Rainbows neck. "And boys, this is the second coolest Pegasus in Equestria." He drew her close to him, causing her blue face to go slightly pink. "Meet Rainbow Dash!"

"Hiya Rainbow!" Gale flew forth and grabbed the mare's hoof.

"Hello Rainbow Dash."

"Where's your sister?" Cloud eyed the boys expectantly.

Gust turned back around. "Where she always is."

Suddenly Gale let go of Rainbow Dash and grabbed Gust. "Come on, man! We have work to do!" He pulled Gust into the air and the two flew off into the distance somewhere.

"What's their rush?"

"Some project. Just another way to show off", Cloud answered, his gaze following his brothers until they disappeared. "Come on, let's go meet Sprinkle."

He spread his wings and leaped over the side. Rainbow Dash followed him without hesitation. The two drifted over the town.

"I like flying up here", Cloud commented, "There's tons of space!"

Rainbow Dash didn't reply. She was busy swaying from side to side against the wind. The altitude was giving her chills of excitement. The thin air was so calming, yet so energizing!

Cloud felt it too. He was alive with adventurous adrenaline. He started to sway as well, though a bit wider than Rainbow. He arced higher and higher with his swaying.

Rainbow Dash was just about to ask what he was doing when he arced so hard he inverted. At once, he shot downward. Rainbow dived after him, eager to win the race the stallion had just started. The wind rushed past her as she got closer to Cloud. Suddenly he cut a ninety degree turn and flew toward the canyon's left wall. She was on his tail in an instant. She followed him as he drifted around clouds and dodged imaginary obstacles. He started corkscrews and finished them with loops.

It was after she followed him through a gray cloud that she realized that it wasn't a race. He was just, well, flying. Sure she had done the same plenty of times before, but not like this. He was flying for a different reason. His tricks weren't for showing off, they meant something else. Something she couldn't understand.

Sticking her tongue out in concentration, she tried to mimic what Cloud was doing. When he cut left, she cut right. Over her shoulder, he saw him perform an inward loop. She copied him as closely as she could. He went into another dive when he leveled out vertically. They both dove downwards. They were heading down so fast that their wings were starting to form contrails. Fifteen seconds passed, then, Cloud did something that completely blew Rainbow Dash's mind. He started to spin. It wasn't very impressive at first, but then he reversed the angles of his wings. Instantly, he was encased with the dense contrails coming from his wings. He spiraled so quickly that the vapor surrounding him soon became a small, twisting egg cloud.

Rainbow Dash stopped midair to watch in awe. He soared downward for another fifty feet before violently straightening out, flipping right-side-up, and landing on top of a cloud, nearly vaporizing it with the force of his landing.

"That had to be one of the most awesome things I have ever seen!" Rainbow squealed.

The black Pegasus jumped at the volume of her high pitched shout. His eyes shot open to see the blue mare's face three inches from his. His face lit up a deep red. He smiled widely. "Did you like it?"

"Like it?" she asked offensively, "I LOVED it!"

"I thought so. Cloud never disappoints." He smiled again and hopped off the cloud. "Come on, Dash! Let's go get Sprinkle."

He glided to the heart of the town silently and descended quickly. Rainbow Dash followed him wondering just what in Equestria happened. First, Cloud does amazingly awesome tricks and stunts, and then second, he's completely calm and collected. Something didn't seem right to her. What was that all about?

She decided to shake it off when she heard the laughter of fillies on a playground

**That completes this stories three chapter trial run. Don't worry, more to come later. I promise.**


	4. Evening in the Canyon

Evening in the Canyon

Cloud drifted down to park where Rainbow Dash saw about twenty young fillies and colts running and playing. Cloud's landing vector wasn't aimed at them or the many jungle gyms or slides. Instead, he was heading to the far end of the park, where twelve fillies were busy competing in a game of volleyball.

Both sides were wearing matching uniforms, which was a bit confusing to Rainbow Dash. Their shouts of coordination and cheering got louder as the ground got closer, and now Rainbow could see that they were setting the ball up. It was a practice session not a match.

Cloud landed not far from the court and turned to give Rainbow Dash a grin. She sat down beside him and watched the team continue with their practice. The ball never stayed in one place for long; the team was quick to get it back over the net. Rainbow's tour guide let it go on for a few more minutes before he broke the silence.

"Guess which one's sprinkle", he said with a smile.

Rainbow Dash looked again at the volleyball players. None of them looked like Cloud, not even a little. She kept looking until the ball flew almost straight up.

"Sprinkle, that's you!" A filly shouted.

A player on the side opposite where Rainbow and Cloud were sitting jumped into the air, and, with a flap of her tiny wings, flipped, and drove the ball into the opposing side's court. She landed softly and was almost instantly barraged with praises and cheers from the other eleven members of the volleyball team.

"Alright Sprinkle!"

"Good job, Sprinkle!"

"That was awesome!" Rainbow Dash shouted. She jumped into the air and fluttered in place. She looked at Cloud, "I thought you said she was calm."

He shrugged. "Except on the court."

Sprinkle welcomed the appreciation from her team with a proud smile. She returned the many hugs and grabbed the ball from the ground.

"Okay, Feathers!" she called, "Next practice Thursday!"

"Oh, we don't need practice with you on the team!" A red Pegasus called in response.

"Yeah, you're our best player!"

"I need practice, too, Drift." Sprinkle replied.

Light argument followed over Sprinkle's talents and need for practice as the team left one by one for their homes. Sprinkle still hadn't seen her two spectators, for she was too busy dribbling the ball back and forth around the court, lost in thought. She bounced it high and when it came back down, used her flank to bounce it into the net and then bounced it into the air with her head.

Rainbow Dash was getting impatient, and started to drift over to close the distance between her and the filly. Cloud followed her to his sister.

When Sprinkle caught the ball for the final time, she noticed Cloud just beyond the white boundaries of the court. The ball hit the ground as her eyes ignited with excitement. "Cloud!"

She tackled the stallion with a tight hug as she screamed, "I missed you so much!"

"Missed you too, Breezy." Cloud hugged his sister back.

"Where were you!?"

"Uh…" Cloud scratched the back of his neck. "I got stuck in a storm when I took off yesterday. Sorry about that."

It was then Sprinkle noticed Rainbow Dash. She gave Cloud a confused look. "Who's she?"

"Sprinkle, this is Rainbow Dash. She helped me out in the storm yesterday", he said, giving the little filly a push toward the mare.

Sprinkle withdrew slightly at the newcomer. "Um…hi."

"Hey there!" Dash tussled Sprinkle's mane friendlily.

"Don't worry, Breezy, she's pretty awesome", Cloud encouraged.

Sprinkle's eyes couldn't have possibly have gone any wider when "awesome" left Cloud's mouth. Her gaping jaw hung loosely as she stared at the rainbow maned mare.

"What?" Rainbow Dash started to get weirded out.

"He called you awesome", Sprinkle stated blankly.

"Yeah, I'm awesome", Rainbow agreed, "A lot of ponies say that."

"Cloud doesn't say that about a lot of ponies…"

"It's true."

Gazes fell on Cloud. "As a matter of fact", he continued, "Last time I called a pony awesome it was like…one or two years ago."

"Well", said Rainbow Dash proudly, "I must be super awesome then!"

"Yup", Cloud chimed.

Rainbow felt the warmth of joy travel from her heart and through her entire body before forming a blush across her nose. Before anypony could start staring, she grabbed the volleyball and dribbled it in place.

"Ya know", she said, "I used to be pretty into volleyball."

"Really?" Cloud stood up. "Well, then, how about we have a little match."

Rainbow Dash laughed. "Ha! Okay, how about after I beat you in the race tomorrow."

Sprinkle's ears perked up. "You're going to have a race?"

"Better believe it", Cloud answered.

Sprinkle jumped up. "I have to go tell the mayor!"

Cloud had just barely begun to realize his mistake when Sprinkle had already taken off to let all of Canyon Run know what she just found out. "Oh, great…"

Rainbow Dash scratched her head. "What's with her?"

"She's planning our race as I speak", Cloud said as he watched Sprinkle dash away. "And when the mayor finds out…I'm never going to hear the end of this…"

"I thought you said she was quiet and stuff."

Cloud chuckled with a shrug. "I said usually. We shoulda caught her at home or something. Then you'd see."

A slight breeze picked up, carrying a distant cold front with it. It brought a special kind of autumn peace with it, leaving the Pegasi content with each other's company. It was just too bad that company wasn't exactly exciting.

"What now?" Rainbow Dash stretched.

Putting a hoof to his chin, he thought about what else he could show the mare. He thought about Rainbow Dash showing him around Ponyville. An idea flew into his mind. "I got it!" He grabbed Rainbow and flew into the air with her. Any other time, Rainbow Dash would have swatted his hooves away and gave him a pounding, but this was Cloud, one of the coolest Pegasi she had ever met. But being drug threw the air was annoying, so she flapped her wings to match his speed and pulled away.

"Where are we going now?"

"You'll see!" Cloud picked up his speed.

"If you show off one more time", Rainbow shouted as she flew faster after him, "I'm going to outfly you so hard your friends'll be laughing for weeks!"

"Oh, you want showing off", he asked challengingly. He tucked his wings in. "I'll give you showing off!"

He dove to the ground, leaving Rainbow Dash in the air to wonder just what he was about do next. She watched as he got closer to the grass covered plateau. Just as he was about to hit, Cloud tweaked his trajectory and skimmed just above the ground. He zipped around everything in his path, never losing any of his speed. Every object he passed, no matter how big or of what shape was dodged and left behind him. He napped the surface at a near more than half supersonic speed. It steadily increased until he was a gray-black blur zipping in and out of trees and even other ponies. His dexterity left Rainbow Dash slack jawed. She didn't even think her own agility could match his!

With a final burst of speed he forced his hooves into the ground and skidded about thirty feet before completely stopping. He looked back where he left Rainbow Dash. She was pretty far away, making him question just how far he had flown. He stuck his tongue out at her.

Rainbow Dash felt her face heat up. He was definitely going to pay for that later. She wasn't going to let it go, but pushed it to the back of her mind until she could show him up later.

Cloud waited for Rainbow to catch up and was sitting on a bench outside an ice-cream shop. He never dropped his grin. When she got close enough, he hopped into the air. "So, whatcha think?"

"Where were we going again?" Rainbow huffed, ignoring the subject entirely. She crossed her hooves and refused to look at him.

Cloud felt a small pang of hurt nip his heart. He dropped his smile and said, "Oh, yeah." He scratched the back of his neck. "Remember earlier how you let me meet a lot of your friends?"

"Yeah, so?"

"I gotta couple you might think are pretty cool." He nodded to the building he came to a stop in front of. "This is the first stop."

Rainbow Dash saw that it was a packed ice cream shop and bakery. The sign over it read "Sugary Sweets". "We're going in _there?"_ There had to have been at least fifty ponies in the little shop!

"You betcha."

"But it's _packed_!" she whined. "Are we even going to fit in there?"

"Good point", Cloud admitted, "I'll just call her out here."

Rainbow's eye twitched. _Her!? What the hay?!_

Cloud put a hoof to his mouth and, as loud as he could, whistled. Instantly, the doors to the bakery flew open. The mare that burst through them ran as fast as she could until she stumbled and came to a crashing stop in front of them. She hopped up to her hooves. "Hey, Cloud!"

"Hey, S.P."

"Whatcha need?" She was slightly bouncing in place, anxious to get back inside. "We're seriously busy today."

"I know." Cloud turned to Rainbow. "Dash, I want you to meet my oldest friend, Sugar Pie."

The mint Earth Pony took her first glance at the Pegasus. "Hey, I know you!"

Rainbow smiled smugly, "I bet it's because you've heard of my awesome flying skills."

"Eh, not really", Sugar Pie replied, "Sprinkle has the whole town buzzing about your race."

"Already!?" Cloud put a hoof to his forehead. "Sprinkle…" he groaned.

"Hey, the more the merrier!" Rainbow Dash backflipped in place. "That's just more ponies to watch you lose."

Sugar Pie straightened up. "I hope you can fly, because Cloud's never been beaten."

"Neither have I."

For the sake of time, Sugar Pie didn't want to drag out an argument, so she merely said, "We'll see" before taking off. They watched her reenter the bakery.

"Sheesh, what's her problem?"

"S.P. thinks I'm invincible. I keep trying to tell her that Mind Fracture has a better chance than me."

"Mind Fracture?"

"My other friend", Cloud stated, "Come on, I'll show you."

Rainbow followed Cloud back into the sky. Since she met Sugar Pie, she didn't exactly feel right. She wanted to be mad at the mare, but she only felt like she was going to puke. It had something to do with how she protected Cloud. _Argh! _she screamed in her head, _feelings are so confusing!_ She flipped over on her back as she flew beside Cloud. She couldn't think of anything to say, so she just flew quietly and fought the confusing emotions inside of her.

Cloud on the other hoof, was mentally slapping himself over and over again. _Stupid! Oh, go on, let her meet your closest friend, another MARE! Great idea, Cloud_, he thought. That didn't at all go how he wanted. Since he never hung out at anyplace, all Cloud had left to do was introduce Rainbow Dash to his friends. But he only had two that he thought were cool enough for him to introduce to the rainbow maned mare. And the first one really didn't get along with Rainbow at all. _All I want to do is impress her…_

He was so caught up in his thoughts that he didn't realize how far he had flown to until he heard the "THWAK" of a sword striking wood. He snapped back to reality and looked down to see a blue Pegasus attacking a practice dummy. _Whoa, lucky, _he thought, knowing that they could have easily flown in the wrong direction.

"Hey, Fracture!" His shout startled the practicing stallion, who nearly dropped his sword. He looked up to see them and shot them a smile and a wave. Cloud landed and trotted up to the Pegasus Pony.

Rainbow watched them brohoof. She was kind of afraid to go near the blue Pegasus. She didn't know whether it was the battle scar over his left eye or the fact that he looked real scary with the sword slung over his shoulder.

"So, who might you be?" he asked, turning to her and giving her a small bow.

"I'm Rainbow Dash, the—"

"Best flyer in Equestria", Cloud interrupted teasingly.

Rainbow used it to her advantage, "See? I'm so good, even Cloud knows it."

"That's quite the title to give yourself", Fracture stated, "I have no doubt you can live up to it."

_Huh? Why isn't he protecting Cloud?_ Rainbow asked herself, thinking about Sugar Pie earlier.

"Can I offer you anything, Rainbow Dash?"

Fracture received a stare from her. "What?"

"Would you like something to eat or drink?" he asked more specifically.

"Oh, uh, no thanks I'm good."

"Have you heard yet?" Cloud asked Fracture, changing the subject before things got even more awkward.

"Heard what?"

"Sprinkle's telling everypony, so I'm just gonna tell it straight." Cloud took a deep breath. "Tomorrow I'm racing Rainbow Dash."

Fracture dropped his sword in shock. "And you're serious?"

Cloud nodded. "Yep."

"Wow…."

Rainbow Dash finally had enough. "Okay, just what's going on? All over the place ponies have started acting weird when they hear Cloud's racing me. What gives?"

Fracture took a step back. He wasn't going to explain that one. It was Cloud's responsibility. "That one is for you, Cloud."

Rainbow Dash tapped her hoof impatiently. "I'm waiting."

Cloud sighed. "I've only raced twice in my whole life. And both times I won. Kinda got famous and ever since everypony has wanted me to race again. I kept telling everypony I wasn't until finally they took the hint and stopped bothering me. That's why."

"Why didn't you want to race anymore?"

He shrugged. "I don't know. Just never felt like it."

"Why do you want to race me?"

"Because you're cool Rainbow Dash!" Cloud chirped. "It's gonna be so awesome to race you!"

"Really?" Rainbow Dash felt a blush tug at her face.

"You betcha!" Cloud gave her a wide grin.

For a second, just a second, they took a real, true look into each other's eyes. Both of them felt a skipped beat in their chest. It was almost as time stopped, and at that point they both felt the happiest feeling they had ever felt. That was until an unfortunate interruption.

"Cloud! Yoo-hoo! Cloud!"

The shouting caused the three to look up to see a purple Pegasus gliding down to them.

"Hi, Mayor!"

"Hello, Mayor." Fracture took a step back to watch the conversation. He felt he had talked enough already.

The Mayor of Canyon Run landed shakily in front of them. "Sprinkle just told me!"

"Oh, boy…" Cloud gave his forehead a good smack.

"I've come to let you know that I will be coordinating with the Mayor of Ponyville and together we will set up the largest course ever created for your race!"

The mention of Mayor Mare's caused a bit of confusion for Rainbow. "Wait, how did you know I live in Ponyville?"

"The Mayor happens to be my cousin, Rainbow Dash. She, like me, takes much pride in our citizens."

"Mayor, does it have to be such a big deal?" Cloud inquired.

"Why of course!" she answered, as if he should know why. "The very thought of two of Equestria's finest fliers in a race will bring our towns so much publicity."

"I should've known…" Cloud mumbled.

"I would advise you both to go home and rest. You'll need every advantage for tomorrow's race."

"No thanks", Rainbow Dash said. "We'll be fine without it. I want to see more of this place first!"

"Yeah, Mayor, we're chock full of energy!"

"Oh, well, in that case I'll leave you to do whatever it is you were doing", the Mayor said, turning to leave. She looked over her shoulder. "Oh, Cloud, I almost forgot to remind you, the Cloud Star Festival is tonight."

"IT IS!?" Instantly, Cloud forgot about everything in existence. Before anypony could blink, he was in the sky, flying into the sunset. His shouting could be heard even when he became a mere spec against the setting sun. The last thing they all heard was something about how somepony should have told him weeks ago.

"Where'd he go?" Rainbow Dash asked, wide-eyed. She didn't think about darting after him; she would rather know where she was going and not get lost.

The purple mare stretched her wings. "Flare, I must really get to Ponyville to coordinate for tomorrow. Be a dear and give Rainbow Dash the story please."

"Of course, Mayor." He waited for her to fly off in the opposite direction of Cloud. Casting a glance at Rainbow Dash, he opened his wings and sheathed his sword. "Shall we?"

_It's about time we got off the ground, _she thought. "I thought you'd never ask!" She jumped into the air.

He followed suit, taking the lead. "I guess I should start with what the Cloud Star Festival is." He started off in the direction of Cloud.

"Yeah. Cloud really likes it, huh?" Rainbow Dash wondered just what about it got him so fired up.

"That would be an understatement", he explained with a chuckle, "The Cloud Star Festival is Cloud's favorite event of the year. He loves it more than anypony."

"Why? What's so great about a festival?"

A warm updraft whooshed from under them. Fracture stopped flapping his wings and ascended in a glide. "This particular festival happens to celebrate the day Cloud got his Cutie Mark."

The cyan Pegasus nearly fell out of the air. "Whoa! Really!? A whole festival!?"

"Yeah, but it didn't start that way."

By now a low rumble could be heard in the distance. Fracture changed direction and zeroed in on the far away music. "I won't tell you how he got it, but I'll tell you that it started as a party thrown by his family, and, well, it grew."

Rainbow Dash had seen the festival, and even at that distance could tell how massive it was. "No kidding."

"It lasts until midnight, when he finally passed out from fatigue."

"Just midnight?" she snickered, "Please, I can easily go 'til three."

Fracture only shook his head sarcastically. He knew that saying anything else over the next three seconds wouldn't matter to her. They were only seconds from flying over the biggest party Rainbow Dash would probably ever see. Her mind was about to be blown.

**Character introduction: Mind Fracture! I give a big thanks to Dragon Outcast for letting me feature this magnificent OC in my story. If you have an OC you would like me to include, I would be happy to do so; just let me know via the PM system.**

**This chapter may not seem like much, but it's probably the biggest transition chapter I've ever written. If I were you, I'd pay close attention to a few of the minor details. I can guarantee you'll see them later.**


	5. The Star Cloud Festival

The Cloud Star Festival

The music of the festival boomed around the Pegasi as they looked for Cloud. Rainbow Dash felt the sound waves ripple through her, nearly making her sick to her stomach. She was lucky she was used to intense vibrations; flying at near supersonic speeds all the time gave her immunity to motion sickness.

"How strange…" Fracture pondered.

"What?" Rainbow Dash followed him as they looked for Cloud. They had arrived twenty minutes ago and there was still no sign of the stallion. A small twinge of worry pulled at her stomach. She really hoped they would find him soon. She really didn't like the idea of not being to keep an eye on him with Sugar Pie was running around.

"This is usually the place where Cloud can be found during the festival…"

Taking a look around, Rainbow saw that they were in the middle of many different booths. With a closer look, she noticed they were all giving out sweets, cakes, and candies. "Why's he usually around here?"

"Cloud has an appetite for all things sugary", Fracture explained, "He can even eat himself sick on his favorite snack of brownies."

Rainbow Dash didn't know why, but that was really good news. Before she could stop herself, she quickly swiped something from a nearby stand and tucked it under her wing. It hampered her flying, but she couldn't wait to see the look on Cloud's face when she gave it to him. She did it so absentmindedly that she didn't even question why she wanted to give it to him in the first place.

Fracture continued to observe the crowds, nearly forgetting about the cyan mare altogether. Rainbow Dash thought about screaming Cloud's name and expect him to come running, but doubted he would be able to hear her. Then she remembered something. Earlier at the ice cream shop, Cloud whistled to call Sugar Pie outside. She wondered if it worked for all three of the friends. Recreating the whistle inside her head, Rainbow put her hooves to her lips and blew as hard as she could. The whistle was so loud that all ponies around her and Mind Fracture stopped to stare. She didn't care, and continued to whistle until her lungs had nearly deflated.

Before she could take a breath, Cloud appeared next to her. "You called?"

Jumping, she shouted, "Where did you come from?!"

He smiled teasingly. "I was following you two the whole time."

"No way!" she shouted, "How, we were BOTH looking for you!"

"Kinda hard to see a pony in a crowd", he replied slyly. Then he chortled, "Nah! I just heard you whistle and came running."

"Have you found Cirrus yet, Cloud?" Mind Fracture inquired off subject.

"No not yet, I don't think she's here right now."

Rainbow Dash frowned. Another "she"… "Who's Cirrus?"

"That's my mom's name!" Cloud declared happily.

A rush of relief washed her frown away. "Really? I thought you said she's usually away on business."

"She never misses a Cloud Star Festival", Fracture explained.

"You HAVE to meet her!"

"She's quite your type of pony, Rainbow Dash", inputted Fracture.

"She'll like ya, Dash."

Another bragging opportunity jumped into the air. Rainbow Dash seized it with, "I bet she will. Almost no pony doesn't like me!"

Suddenly, the sky flashed and lit up with fireworks. Brilliant blue, yellow, and green explosions rained down to the festival. At first, everypony cringed at the sudden, unannounced booms, but quickly recovered and cheered at the artificial bursts of color. Each blast was about four or five seconds apart and consisted of very many different shapes. There was something odd about the way they were detonating. Everypony noticed that they weren't being set off from the ground. They were just appearing in the sky.

"Where are they coming from", a random pony in the crowd asked through the silence.

Slight murmuring followed on the origins of the beautiful lights. Everypony started to strain their eyes to see where they could be coming from. It wasn't long before they picked up and began growing in size.

"Ooh!"

"Aah!"

They kept getting more frequent and bigger until the sky was ablaze with the multicolored lights. Then suddenly they stopped, leaving the on lookers displeased with the abrupt cease of explosions. It was only when the ponies started to look away when the biggest explosions turned the darkening evening into a very bright day. The explosions were letters and read: _G&G._

Two figures popped out from behind the letters. They fluttered in place, relishing in the giant applause all of Canyon Run burst into. Gale crossed his hooves boastingly, and Gust gave bow after bow.

"That must be the 'big project' those two have been talking about", Mind Fracture stated.

"Show offs!" Cloud shouted instinctively. No pony heard him through the shouting except Rainbow Dash.

"You wish you could fly like them", she teased.

"Just for that", Cloud retorted, "I'm going to show no mercy tomorrow!"

It seemed Rainbow Dash had touched a nerve. She wanted to tease him some more and hopefully make his face get even redder. She liked the way his cheeks and ears turned crimson. She was so absorbed in her thoughts that she didn't get to stop herself from letting the absolute, most embarrassing thing cross her mind. _He looks really cute..._

Rainbow's heart nearly stopped with horror. _I did NOT just think that, _she told herself in her head. _What's going on? C'mon brain, stop being so stupid!_

At this point, Cloud had all of the ammo he needed to get back at her. "Finally realize your love for me, Pink Cheeks?"

Anypony who didn't know Rainbow Dash would have never known her face wasn't supposed to be as red as an overripe tomato. Cloud saw her overlooking the bottomless pit of embarrassment and pushed her in without a second thought.

"Uh, uh…" Rainbow couldn't get her mouth to move. She was backed into a corner looking into the eyes of her emotional tyrant. Just as Cloud was about to declare victory, backup came to Rainbow's rescue.

"Now, Cloud. What have I told you about flirting with mares?" A voice came from behind him.

It was now his turn to seize up. He knew that voice. And he knew that the war had just flipped upside down and was about to fall on him. _How long has she been here?_

"Good evening, Cirrus", Mind Fracture greeted.

All heads turned to the blue and grey mare standing behind Cloud. Rainbow immediately saw that anypony could relate the two. Cirrus' color pattern was the exact same as her son's. Except that everywhere Cloud was black, Cirrus was a brilliant tone of sky blue, and everywhere he was grey, she was very light gray. Her mane was very sleek and was colored blue that faded into white, with her tail matching.

"Hey, Mind Fracture!" she replied. "I see you still have your sword."

"Never go anywhere without it", he said with a smile.

"So." Cirrus turned her attention to Cloud, "How's my son been all this time?"

"Fine mom", he murmured in an attempt to get the attention off him.

"Just fine?"

He nodded.

Rainbow watched in amusement at how embarrassed Cloud was getting. _That'll teach ya to mess with me! _Even though she was focused on vengeance, her heart was still fluttery from what happened earlier.

"Well, I had a nice little chat with Sprinkle and the twins", she started, ignoring Cloud's groan. "And they say that you've been harassing the mares again."

The moment was so juicy that Rainbow Dash just had to take a bite. "He's asked me out at least ten times just today!"

"Have not!" Cloud screamed.

Fracture took that as his cue to go find Sugar Pie. She was no doubt being overwhelmed at her ice cream stand and if he didn't go help, he would definitely hear it in the morning. Slipping away, the last thing he heard was Cirrus and Rainbow Dash teaming up on Cloud.

"He hasn't tried sneaking a kiss from you has he", Cirrus asked Rainbow Dash incredulously.

"Now that you mention it…" Rainbow Dash was completely enjoying herself. She had the upper hoof and was managing to keep it. It started to make her wonder just why Cloud could always take the advantage back in Ponyville.

Cloud was no longer even attempting to fight back. Between Rainbow and his mother, he had no chance of turning the tide of this battle. He finally admitted defeat by sighing and hanging his head. His face had long since lost its original color to the fiery red blush that was assaulting his ears and cheeks. He wished he could go somewhere or disappear, or at the least get them to stop. Fortunately, somepony answered his wish.

Out of nowhere, Gale and Gust flew in and tackled Cirrus. "MOM!" they cheered together.

"Boys!" She wrestled with them for a few seconds until she proved better and soon had them both up struggling to get out from under her.

Cloud used the distraction to sneak away. His blush was still burning his face. He couldn't believe that happened. Now he was sure he was just a big joke to everypony. And now he had just run away. _Good going, Cloud…_

He walked through the crowds, unable to enjoy the festival. He kept walking until he passed by one of his favorite places in town. "Hey, Cloud!"

He looked up to see a spring green mare holding a white ball out to him. "You know you want to", she persuaded.

He shook his head sarcastically and walked up to the booth. He had walked farther than he thought seeing that he was now at the eastern end of the Canyon Run Plateau. "How'd you know Swift?"

She shrugged, "I don't know. I think it's your favorite sport or something." She stepped aside as he walked into the small booth. Other than him and Swift were four other Pegasi strapping pads to their joints. They all rejoiced to see their team captain walk in just before show time.

"You couldn't have gotten here at a better time", said a white Pegasus wearing a jersey that bore the name "Indigo Clover".

"Tell me about", said another with the name "Wonder Spin".

Cloud opened his locker and started to suit up too. He strapped on his red pads and put on his jersey with the number "16" printed to the back. _This oughta get me back on par with Dash, _he thought with a smirk.

* * *

Meanwhile Rainbow Dash was having a panic attack. Once again she had lost Cloud. She was frantic to the point of forgetting to try another whistle. She was spinning around, this way and that to get a better grasp on where he might have gone. Cirrus saw how worried she was becoming and quickly stepped in.

"Hey, calm down, Rainbow!" she shouted over the noise. "I know exactly where he went."

"Where!?"

As if on cue, the sounds of trumpets and bugles rang out over the town. Almost on instinct, many ponies started in the direction of the opening ceremony for the biggest event of the Cloud Star Festival. Others took the opportunity to visit many of the booths while the crowd was leaving.

"AAAAAWWWWWW YEAH!" Gale screamed. "C'mon, Bro, let's go get the best seats!"

Gust rolled his eyes as his brother grabbed him and drug him into the sky. "Why must I be subjected to this?"

Rainbow and Cirrus didn't hear the reply. They were already too far away. Instead, Cirrus held up a hoof in the direction they flew. "Wanna go?"

That was a rhetorical question. If that's where Cloud was, then that's where she wanted to be. Cirrus opened her wings to take off. Rainbow Dash almost followed, but remembered that she still couldn't fly just yet. She had to strain the words, but she said the most un-Rainbow Dash thing ever. "I wanna just walk, if that's okay."

Cirrus shrugged, "Okay, then."

"Sorry, I hurt my left wing earlier, and it's still a little sore", Rainbow lied for the sake of her pride.

"No shame in an injury", Cirrus replied.

The walk seemed to take forever. Rainbow was sure that whatever was going on would be over and done with by the time they make it to wherever it was they were going.

"Cloud sick", Cirrus asked cheekily.

Rainbow's cheeks turned pink. "W-what?"

"Gotcha!" Cirrus laughed.

It was evident that Cirrus didn't stay on one team for long, so Rainbow knew she would have to be on guard around her. The wispy blue mare already proved to be a better teaser than her son. She followed the mare around one more turn and gasped when she cleared the building's wall. A giant stadium was lit up over the canyon's bottom. It consisted of two nets and two chain link fences. It was suspended by heavy duty cables on the far canyon wall and by giant poles sunk into the ground near the edge of where the plateau ended. Four stadium lights light up the entire side of the plateau.

Rainbow gaped in awe at how massive the playing field was. She wasn't sure exactly how big it was, but she knew that it was way bigger than any track the Wonderbolt's had ever used for a race. Cirrus led her to the top of the closest overhanging cliff there was. They took their seats next to the twins, who had saved them spots when they first arrived. Everypony remained silent as they waited for something to happen.

"What's going on? Where's Cloud?" Rainbow whispered to Cirrus.

"Oh, yeah, I forgot!" Cirrus laughed, "I meant to tell you on the way, my bad. Okay, every year at the Cloud Star Festival, the dashball team has a scrimmage to officially start off the festival."

"Wait, you mean it has even _started_ yet?" Rainbow asked incredulously.

"Not really", Cirrus chuckled, "It doesn't until the winning goal of the dashball game."

Rainbow Dash turned her gaze back to the netted airfield. She noticed that at both ends were two more nets with a square hole in them. It took common sense to figure out those were the goals. Already she knew it must've been a lot like soccer. She couldn't wait to see Cloud out there. He was no doubt the best player. The intrusive thought floated around her head unnoticed.

From a quad speaker near the big building connected to the field, a trumpet blasted the opening anthem. Many of the ponies stood out of respect for the game and for a better look. Rainbow Dash remained still. She was on the highest point nearest the stadium so she automatically had the best seat in town. She did sort of envy the Pegasi who were hovering even closer. There weren't many of them, so they didn't block her view.

"Mares and gentlecolts", the speakers boomed. The crowd quieted immediately. "Welcome to the tenth annual Cloud Star Festival!" There was a pause to let the town cheer and whoop. "I would like to take this time to announce the flyers in this year's Festival Dashball game. More cheering. "Coming out onto the field now, number 42, Whirlwind!" Rainbow Dash watched as a pink pony blasted out into the field, circled twice, and relished in her fans' cheering at the far end of the field. "And behind her, number 71, Lavender!"

Rainbow Dash watched as one by one, the whole team flew out and took their respective places at their end of the field. None of them were Cloud, making her fear that she and Cirrus had drove him to the point of completely disappearing from the festival altogether. She was nearly biting her hooves with nervousness until the announcer's voice boomed once more.

"And now put your hooves together for the Contrails' captain, number 16, Rain Cloud!" From the building, a gray blur exploded from the small hanger. Cloud flew around the stadium five times before rising up to the center. The crowd reached its maximum volume when Cloud flew out.

"Wooooo Cloud!"

"Go Cloud!"

Rainbow Dash stood up on her hind legs and screamed, "Go get'em, Cloud!"

* * *

Cloud waved to his fans. He scanned the ridges of the plateau, hoping to see Rainbow Dash and his mom cheering him on, but couldn't before he had to go take his place at the far end of the field. He stretched his hooves while he waited for the refs to come out onto the field. A blue, magical bridge formed from the team's hanger. Walking along the bridge was a referee-uniformed mare. Her long mane was held in a ponytail and she was levitating the game's dashball in front of her. Behind her fluttered Twist, who was busy waving to many of the stallions in the crowd. The unicorn stopped centerfield. "Alright!" she called to both sides. "I want a good, fair game tonight! Let's do this quickly; I want to get back to the festival. Understood?"

"Yes ma'am!" the team shouted.

The referee used an anti-gravity spell on the ball. She hoofed it to her co-ref. "Swift, if you'll do the honors."

Swift snatched the ball from her and flew up as the bridge turned into a small, circular disc of magic energy. She flew upwards until she was level with both teams. "Okay, both sides in formation!"

The Pegasi moved around so that they were facing the others. Cloud and a pony from the other side moved forward on both sides of Swift. Swift dropped just below them. "Ready?" Whether either of them were, she kicked the ball straight up.

Chaos unleashed as Cloud and his rival shot forward. In an instant he had the ball in his grip and barrel rolled to the side. While he had a chance, Cloud turned and back flip-kicked the ball to the opponents' goal. Indigo flew down and looped up to grab the ball. The rest of his team dashed further down the field for a pass.

Indigo rose up, only to be tackled by three Pegasi. The ball slipped from his grasp, and drifted slightly upwards as the three fell downwards to the safety net. Whirlwind saw the ball and dashed after it. An opposing player named Blue Star swiped the ball first and flew back down to the other side of the field. The teams immediately changed tactics. Now Cloud's team was on the defensive. He rocketed to the other side with enough speed to leave the others to fight his tailwind. He closed in on the ball-carrying Pegasus and stealthily snatched the ball away with a swift ascending maneuver.

* * *

Rainbow Dash was shaking with nervous excitement. She barely noticed the other screaming ponies as she watched Cloud dominate the field. He was all over it, making sure that the ball never got too close to his team's goal. When he kicked it back across the field for the fourth time, she noticed that he was passing up a hundred chances to make a goal. She turned to Cirrus, "Why isn't he shooting?"

"He's staying on defense and waiting for his team to get set up", she explained, "Cloud never goes straight for the win. He always plays tactically. Just watch and wait."

The game was getting more heated now. The opposing team was flying in small squads of three in attempts to get the ball past Cloud. Their next tactic was to fly at different speeds and pass the ball at close intervals. It was working. Cloud couldn't get a clear shot at a steal. They all flew down the field toward the goal. The lead pony who had the ball twirled and chucked the ball as hard as she could. Cloud stopped and circled back. He wouldn't have been able to reach it, anyway. Rainbow saw him fly back to the other side.

Luckily, the goalie managed to catch the ball. Rainbow sighed in relief. The goalie, named Star Fire, drop kicked the ball as hard as he could. The ball sailed toward Cloud, who flipped over and kicked it even harder. The ball whizzed in between players, who were all frantic to get it back the other way. Cloud's team pinballed the ball back and forth until Lavender had a clear shot. The ball came her way and she drove her hoof into it as far as she could. The ball shot through the hooves of the opposing goalie and into the gap in the net.

"ALRIGHT!" Rainbow screamed.

The crowds cheering got louder as the game progressed. Both teams were scoring points almost left and right. Cloud was playing his hardest, but not stealing the show. Rainbow saw that he was a team player and not a ball hog. He and his team were well coordinated. They all seemed to know what each other were thinking. Goal after goal was scored, bringing a question to Rainbow Dash.

"Hey, Cirrus", Rainbow called over the cheering, "When's the game end?" She was so eager to get back to Cloud it wasn't even funny.

"At goal twenty!"

Rainbow's pulse soared. The game was almost over! She turned back to the game to see that Cloud's team was having trouble with moving the ball toward their final goal. The other half of the team was super concentrated on preventing that from happening. They managed to once again get the ball away from Whirlwind. Cloud saw it coming and stole it right back. He didn't have a chance to think over any tactics. He knew that the other Pegasi were immediately on him. Fatigue slowed him down so that now he was on par with everypony else. He was relying purely on his agility now. He circled around the field and took a chance. When he was faced with three ponies ready to tackle him, he folded his wings in and dropped. "Come on, guys, please get this one", he said under his breath. He opened his wings, braked, and drop kicked the ball as hard as he could. The ball hit the left-side net and traveled along until it bounced off to Wonder Spin.

The Pegasus turned and roundhouse kicked the ball home. The crowd went completely nuts and a horn blasted from the quad speakers, signaling the end of the game and the sure start of the festival.

* * *

Cloud was crusty with dry sweat when he finally caught up with Rainbow Dash. He found the filly waiting for him just outside the dashball center building. He cracked a grin. "Expecting me, much?"

Rainbow Dash rolled her eyes. "What do you wanna do now you big showoff?"

"Ha! You saw right through me!" he laughed. He yawned, "I'm pretty worn out from the game. I really don't know how much longer until I'm out."

For some reason, Rainbow Dash decided to skip over her opportunity to brag. She did however, want to spend a little more time with him. "You can't stay up just little longer?"

He shook his head with another yawn. "I've got like an hour before I'm out, if that. Sorry, Dash."

His tired eyes gave her an idea. "Yeah, I'm getting pretty tired too", she lied, "I don't even know if I can fly home." Her plan worked; he said exactly what she wanted him too.

"If you want you can hang out at my place tonight. We can put ya in the house somewhere."

She silently cheered. "Really, that's awesome!"

Cloud was too tired to agree, so he nodded back to his house, which, from where they were standing, looked like a giant looming tower in the moonlight. "C'mon, I got the perfect place for you to sleep."

He jumped into the air and groggily flew to his home. Since he took the lead, Rainbow removed the wrapped item from under her wing. She inspected it, and found that she didn't crush it even a little. She stretched her wings for the first time in two hours. Boy that felt nice. She flew after him, making sure that if he turned, she wouldn't be able to see what was in her hooves. The flight was short, which was good since Cloud nearly collapsed on the doorstep. He turned to the cyan Pegasus behind him. Since landing, Rainbow Dash had already hidden his surprise away again. "Hey, you remember that place at the top of my room?"

She nodded. "Yeah, why?"

"Meet me there in about twenty minutes."

He flew into the house, which was even cooler than the breezy night. The inside was dimly lit by lamps in the corners of the room. Rainbow Dash felt immediate peace when she entered. Everything was peaceful despite the booming music echoing from the festival. None of Cloud's family had made it back yet, so it was just the two of them. Cloud left Rainbow for a room upstairs. She decided to give the living room a walkthrough. She was particularly interested in the pictures that were standing on top of the mantle of the fireplace.

They were mostly of the four children playing and flying throughout their lives, but some featured Cirrus and a stallion she didn't recognize. It wasn't until she saw the Pegasus carrying Cloud around on his shoulders did she realize that the white pony must have been Cloud's dad. She looked for more pictures of him, and saw that the ones of him were taken back in Cloud's early foalhood. They had a very close father/son bond. Every picture of the two showed them both either laughing or having some sort of race. She started to wonder exactly what had happened, but quickly stopped when she remembered how upset Cloud became when his father was mentioned, as if even thinking of it would put the colt into another depression.

She took a seat on the nearest chair and sighed. Thanks to her now growing fatigue, she could no longer decipher the hundreds of thoughts dashing through her head. Instead, she stretched and stood back up. She wanted to take a look around the house, but decided she wasted enough time and flew up to Cloud's room. It was seriously dark in there with the lack of windows, but thankfully Cloud left the door in the ceiling open. She could see stars and moonlight filter in through it. On the windy top, she found Cloud spreading a few blankets out on the ground.

"Best sleep you'll ever get", he called.

"A couple of blankets can't beat a cloud", she replied smugly.

Ignoring her, he unfolded the last one and laid it down on top of the others. Almost immediately he fell over on top of them, glad to be off his hooves. Rainbow Dash took a spot three or four feet away from him. She gazed up at Luna's moon, which was at its lowest point in sky and was bathing the night in a beautiful white glow.

He put his hooves behind his head. "The stars are awesome out tonight", he yawned in an attempt for last minute conversation.

Rainbow only nodded in agreement. She unfolded her wings and brought out his surprise. For the first time since she grabbed it, she wondered if it was even a good idea. _What if he thinks I'm weird?_

"Hey is that a brownie!?" he shouted in excitement. He sat up and hurriedly stood over her. "You gonna eat that?"

Rainbow Dash's face blushed the fiercest red it had ever gone. "Uh…I got it for you…"

Cloud's eyes nearly popped out of their sockets. "Really!?" The brownie disappeared from Rainbow's hooves so fast that she had to make sure she still had them. "Thanks, Rainbow Dash!"

"…No problem", she mumbled embarrassingly. Her heart was beginning to feel very light in her chest.

Cloud scarfed down the brownie. "Caramel center! My favorite how'd you know?!"

By now Rainbow Dash was refusing to answer. The embarrassment was actually starting to sting her face. It felt kinda nice to see how much he liked it, but at the same time she felt she was practically going insane. _This is SO not the Rainbow Dash everypony knows. If anypony finds out about this I'm done for. I'll be the laughing stock of Cloudsdale!_

Cloud failed to see her internal struggle. He lay back down and sighed. Much to her horror he was almost right next to her. "Hey, you gotta favorite flower, Dash?" he asked unexpectedly.

"No", she replied, glad she could give negative output to such a girly question.

"Good." Cloud left the spot next to her and took off somewhere near the far edge of the wall of the canyon.

She watched him look around the ground for something. She was about to ask just what in the hay he was doing when he zipped back with something behind his back. He was grinning from ear to ear.

"What did you find a new pet rock or something", she teased.

"Close your eyes", he asked energetically.

"Yeah, I'm going to go with no on that one."

He rolled his eyes. "C'mon Rainbow, just do it!"

"Okay, but I swear if you try to kiss me…"

She didn't know what he was about to do, but for some crazy reason, that last thought wasn't a bad idea. She nearly threw up. Did she, Rainbow Aura Dash, just think that a kiss wasn't a bad idea? _What's happening to me!?_

She was so caught up in her thoughts that she didn't hear Cloud call until he poked her forehead. "Hey, you awake in there!"

"Yeah, Cloud", she sarcastically groaned. She opened her eyes to see him grinning with a slight blush. "What?"

"Nothing. It's just you look really pretty." She knew he wasn't joking. His blush deepened.

And so did hers. "W-What?"

He held up a flower. It was a pink and yellow lily. "This is a Fire Lily. They grow around up here. I, uh, put one behind your ear."

Now that she was aware it was there, she felt the flower rubbing against her face. "Why?"

He shrugged. "Just to do something nice for ya."

She cracked a sheepish smile. "Thanks."

He nodded and fell back down on the blankets. The silence that ensued wasn't at all awkward. At least not for Rainbow Dash. She looked up at the stars while she fought her internal mental and emotional battle. She wondered how the flower in her mane made her look pretty, then swatted those thoughts away to be replaced with thoughts about how nice it was to be complimented on something other than her flight skills.

It wasn't long before Cloud started to snore. She rolled her eyes. Feelings of contentedness blew over her with the cool wind. The positive thoughts of it all began to overtake her. Now all she knew was that of all the things Cloud had ever said to her, he was right about one thing:

She had finally realized her love for him.

**Kapow! And just like that our favorite Pegasus accepts her feelings!**

**This chapter was so much fun to write. I stayed up for hours on end hoping to get it done, but more just kept coming out of my mind!**

**Remember to leave a review guys. I love hearing from my readers!**

**Update in twelve days!**

****New Poll Alert** This is a very important poll and I would really appreciate input.**


	6. The Race

The Race

Morning came to Canyon Run long after Rainbow Dash and Cloud had fallen asleep on the high wall of the canyon. Both lazy ponies had slept well past sunrise and now the sun was high over them in the noon position. The wild wind dissipated the would-be brutal heat and drowned out all sounds from the surrounding nature. It also gave the snoozing Pegasi plenty of reason to keep the blankets Cloud set out tightly wrapped around them.

Rainbow Dash snuggled deeper into her blankets. She liked the way Cloud's blankets kept her warm, how soft they were, and how they…breathed? She slowly opened her eyes to see that her head was lying on the black fur of Cloud's chest. She instantly shot awake to realize that she had cuddled up to him and was nearly hugging him in her sleep. Her face burned over with red. _Oh my gosh! He's going to think I'm so weird! Quick, I gotta get away from him before he_—

Cloud stirred in his sleep, nearly giving the cyan mare a heart attack. He didn't wake up to Rainbow's relief. She hurriedly rolled over and scooted as far away from him as she could without leaving the blankets. She sat up, still breathing hard. The bright sun stung her eyes as well as her mane dancing in the wind. She lifted a hoof to block the rays from reaching her face. "Whoa, what time is it?"

The wind picked up a little more and blew a blanket right into her face. Annoyed, she pushed it down and stood up. She walked back over to Cloud. He was sprawled out, snoring so loud that she could hear it over the wind. His tongue hung loosely from his mouth. He was so funny-looking that Rainbow Dash couldn't help but nearly laugh her head off. She fell over, kicking her hooves in the air at the hilarity. "Hahaha! I wish I had a camera!" An evil idea came to her mind when she took another look at him. It was going to be so sweet! She began the hunt for a darkening cloud. The sky was mostly clear with the exception of a few drifting cirrus trails. She jumped into the air and drifted with the wind over the side of the canyon. The sky under her was full of rain clouds. She grabbed the closest one and flew back over the wall. Cloud had rolled over on his side when she positioned the cloud directly over him. Thankfully, the wind decided to take a break to help Rainbow Dash with her prank.

It only took her five seconds. She bounced on the cloud and caused a huge down pour on top of Cloud.

"Aaah! Whooaa! Cold cold cold!" Cloud rolled over and took off for anywhere but under Rainbow's cloud. He shivered violently against the wind. Rainbow's laughing caused him to fire a burning glare at her. "You're going to pay for that!"

"I already am!" Rainbow laughed. She rolled over on her back. "You screamed like a little filly!" Her laughing completely stopped after a well-aimed tackle. She and the black Pegasus tumbled right off the cloud and hit the ground rolling in a ball of grabs, reversals, giggles, and laughter. They kept rolling until they finally flipped over with Cloud pinning Rainbow Dash to the ground. Rainbow giggled under him as water dripped from his soaking mane onto her face. He was caked in the watered sand and dust from the ground.

"Gotcha!" Cloud cheered. His weight on her chest was too much for her to move, so she was stuck under him. "I let you win yesterday", he teased.

Rainbow stopped struggling. She wasn't strong enough to push the heavy stallion off. Cloud had moved his face a little closer for a more boastful smirk before hopping off. "Told ya you were going to pay for it."

"So you tackle a defenseless girl?" she challenged. "You coulda really hurt me ya know."

"You chipped a hoof?" he countered. "You poor thing!"

"Yeah, and now I have to go get an expensive hooficure!" She cringed. She couldn't even fully joke about that.

"Hey, I told you your hooves are awesome enough", Cloud reminded her, "You don't need one."

She looked down at her blue appendages. They weren't shiny like Rarity's. And they weren't very well kept like Twilight's. They were a little callused over, and were somewhat dry. "How are they awesome?"

"Because they can beat the feathers off of anypony that tries to fight you", Cloud said a-matter-o-factly.

Rainbow Dash smiled proudly. "I am a black belt in karate", she boasted.

"Karate?" Cloud smiled, "I'm a black belt neighkido!"

Rainbow backed up a few steps and took a fighting stance. "Let's see how good you are!"

Cloud immediately stood on his back hooves and balanced himself with his wings. "Don't cry when I hurt you", he smirked.

"I'm going to make you eat those words!" Rainbow darted forward and tried an express delivery flip kick to Cloud's side.

He hooked his hooves under her knee and used her momentum to throw her effortlessly to the side. He chuckled as she scrambled to her hooves. "That all you got?"

She smiled joyously. "You're going to get it!" She rushed him again and this time tried a roundhouse kick.

He blocked it with, but didn't push her off. Instead he redirected her kick to the ground and flipped her onto her back. The fall didn't hurt; it was even a little fun. Cloud kneeled down and lay down on his back. He put his head next to hers and they both looked up at the clear sky. They both sighed.

"I love the sky." Cloud took a peaceful breath despite having just kicked Rainbow's tail.

"Me too." Rainbow put her hooves behind her head. "So much room to fly around."

"And so blue…it just goes on forever."

The sky reminded her of something. "Hey, don't we have a race today?"

He blinked. "Oh, yeah." He jumped to his hooves. "We probably should go down and get something to eat first." He stretched his wings and jumped into the windy sky.

Rainbow Dash followed him down to the town. They drifted down, dodging the few clouds that Rainbow hadn't dumped on Cloud. The still drying colt spiraled down, enjoying the wind rushing past his ears. He turned his wings inward to slow his descent, causing bold contrails to form at the tips of his wings like the day before. The rainbow-maned filly tried to copy him, but she turned too sharply and crashed headfirst into a cloud. She pushed out of the other side to see Cloud drifting diagonally toward the town. She clambered to her hooves and jumped over the edge of the cloud. She kept her wings tucked in to free fall down to Cloud. She kept falling until she was even with him, then opened her wings. At the same time, they both flipped over and softly landed on the awaiting ground.

"Hey, where is everypony?" Rainbow asked.

Cloud gazed around. "I don't know. The whole town's gone."

An eerie wind swept through the empty streets. No pony could be found anywhere. They walked around through the ghost town. The Pegasi were the only two living things in Canyon Run. Not even the birds were flying around.

"Creepy", Rainbow Dash pointed out.

Cloud nodded. "No kidding..."

A low wailing sound echoed around them.

Rainbow Dash jumped. "W-what the hay was that?"

"That's just the wind whistling through the canyon's walls", Cloud explained. "Don't tell me you're scared."

"Me, scared, ha! Don't make me laugh", Rainbow replied arrogantly. When Cloud didn't return with a tease, she looked around to see that he had disappeared. "Cloud?" She turned in a circle. "Okay, haha, very funny, you're not going to scare me."

She flew into the air to give herself more room from anything that Cloud could be hiding behind. Her wings slowly carried her higher until the buildings were far below her hooves. She had no idea where Cloud could be hiding, so she hovered around, unaware of the cloud stalking her from behind. A slight chill ran down her spine. She could feel the weight of somepony's gaze bearing down on her. "Where are you, Cloud!? I know you're just trying to scare—"

Cloud grabbed Rainbow Dash around her mouth and hooves. If she could have, Rainbow Dash would have screamed. Instead, she jerked around to break out of his hold. He finally let her go after a few seconds.

"That wasn't funny!"

"I couldn't help it. Oh, and told ya I'd getcha back."

She huffed, "I wasn't scared." Her hooves crossed in front of her chest.

"Sure", he snickered.

"I'm glad you're having a good time", she snapped. "Your whole town's gone and all you want to do is make me mad."

"Look, I'm not worried." He flew around to face her. "Weirder things have happened."

She cocked her head to the side. "Like what?"

"THERE THEY ARE!" Gale screamed out of the blue.

Rainbow Dash and Cloud looked up to see the latter pony's twin siblings diving down to them. They both matched the older Pegasi's altitude. Gale put his hooves up furiously. "You two are SO late!" he shouted.

"What are you screaming about?" Cloud asked. "And where is everypony?"

"Awaiting your arrival for your race today, of course", Gust answered. "And you are both very late."

"No pony told us the where and when", Cloud retorted.

He made a good point, so Rainbow Chipped in too. "Yeah, so why should we even go?"

"Because all of your fans are there. I heard that the princesses are even coming down!" the older twin squawked.

"Whoa", Rainbow breathed, "The princesses have never watched any of my races before."

"Then let's go already!"

Gale didn't wait for a reply. He grabbed Gust by the wings and dragged him through the air toward the starting point of the race. Cloud rolled his eyes and followed, motioning for Rainbow to come along. She eagerly followed him and his brothers to wherever it was they were being taken. She drifted to Cloud's side and together they flew in the direction of Ponyville. It wasn't difficult to keep Gale and Gust in their line of sight. They had all flown up so far that the twins stuck out clearly again the green ground below.

They didn't fly for very long before a massive crowd of ponies filled the horizon and eventually a good square mile below them. A thunderous applause nearly knocked them out of the sky when they came into view of the awaiting ponies. There was a thin strip of runway where a banner bearing the word "start" hung on two poles. The ponies of Ponyville stood on one side, and Canyon Run's citizens on the other, held back by a purple rope. They landed a few feet from the starting line. Both crowds of fans held up signs of support, bearing their names and pictures.

"How did all of this get set up?" Rainbow asked.

"I bet the Mayors did it", Cloud assumed.

"Yeah, that makes sense."

The whining of microphone feedback wailed around the small clearing. The chattering and cheering died down to a dull roar so everypony could hear what was going on.

"Fillies and gentlecolts", the Mayor of Ponyville announced, "We are pleased to announce the arrival of the two greatest flyers in all of Equestria!"

Cloud and Rainbow Dash looked around for any chance of seeing the Mayors. Cloud pointed to a hot air balloon floating far above them. Canyon Run's mayor took over the microphone. "But only one can be named Equestria's greatest flyer!"

"Today, they will be flying across the kingdom for that title!"

"And now we will hand over coordination to our race overseers", Mayor Mare of Canyon Run jumped out of the balloon and flew to a passing zeppelin. She passed the microphone along to two Earth Ponies waiting eagerly to begin the announcements.

"Heeeeeeelllllllooooooo down there everypony! For all you ponies from Canyon Run, I'm Pinkie Pie!"

The other pony introduced herself next. "And I'm Sugar Pie from Canyon Run! We're going to be giving it to you as it happens today folks."

"Let's take a look at today's course!" Pinkie Pie smoothed out a map in front of them. "First, both racers are going through Ghastly Gorge at the far end of Ponyville. Then, they have to fly across Horseshoe Desert to Fillydelphia."

"After that", announced Sugar Pie, "It's on to Manehattan, where they have to fly through the canals and waterways and follow the West River until they get to Appleloosa."

"From there they fly to Trottingham, and then across Song Valley to buzz the highest tower of Canterlot."

"The next place to go is Canyon Run, where they fly through the canyon and circle around to come right back here!"

"There's gonna be lots of signs and checkpoint teams so no cheating you two!" Pinkie Pie called down to the soon-to-be-racing Pegasi.

Cloud and Rainbow exchanged stares.

"They're trying to kill us!" Cloud laughed.

She giggled. "How are we going to race that? Not even I have that much energy!"

"And I'm going to be flying on an empty stomach!" Cloud rubbed his growling belly.

"Pit crews to your stations!" Pinkie Pie's voice blasted through the ground speakers.

From the Ponyville side, Twilight, Applejack, Fluttershy, and Rarity trotted up to Rainbow Dash. From the opposite end, Cloud's family and Mind Fracture. The teams dragged the Pegasi away from each other for coaching and preparations.

"Okay, Cloud", Gale began, "You got this. There's nothing she can do to beat you."

"Don't get over confident", instructed Fracture.

"Here, I bet you missed breakfast." Cirrus gave him a tulip sandwich. He happily scarfed it down, barely aware of anything they were telling him. For some reason, he didn't feel like he was about to compete in his first race in years, so it was pointless to listen to their tips.

Across the strip, Rainbow Dash was busy ignoring all of Twilight's tips and tactics. She persistently dodged Rarity's attempts to dress her in a stunning flight suit. She did accept a few apples from Applejack, and appreciated Fluttershy bringing Tank along to cheer her on. Rarity was only barely paying any attention to Rainbow Dash. She was too busy watching Cloud get ready for the race, which made Rainbow's ears heat up with a light tint of red.

"Rainbow Dash, where did you get that beautiful flower?" Twilight inquired.

"Huh?"

"The one in your mane", Fluttershy clarified for them. "It is really pretty."

Rainbow's breath got stuck in her lungs and she forgot all about her jealousy. How did she still have the Fire Lily?! "Uh, It must've got stuck there or something", she laughed nervously.

The four ponies saw right through her obvious lie, but they didn't have time to argue about it. Instead, they let it go and offered her more guidance, even though here was nothing more they could have done to prepare her. She was way too stubborn to accept their help. That and she really didn't feel like she wanted to race. It was a little weird. She knew how many ponies showed up to watch, but not even that made her want to race.

"Okay racers, to the starting line!" The Pies instructed at the same time.

Both crews pushed their Pegasus to the banner. The crowd started cheering even louder with anticipation. Trumpets sounded out with a custom tune created just for the race. Cloud humored the ponies by waving to both sides. Rainbow Dash copied him. They managed to get five seconds of waving time in before the next announcement.

"Racer's ready?" Pinkie Pie announced.

They both held open their wings. "Ready!" they shouted together. The moment had finally presented itself to kick their hearts into overdrive. The sudden realization of an official race had finally fed their burning competitive spirits. Now they were taking everything seriously.

Pinkie Pie looked out to see the mayors holding red flags from their balloon. "Oki Doki!"

"One for the money!"

"Two for the show!" Cloud and Rainbow Dash tensed up, ready for the magic word to unleash their speed.

"Three for your ice cream!"

Cloud took one last glance at Rainbow Dash. Now they were opponents, and everything that had happened since they met no longer mattered. Now he had to race her. He had to fly his best. He didn't know what Rainbow Dash was fully able to do, but he knew that he was going to fly his best to beat her. That would impress her a lot, and hopefully make her like him more.

Rainbow Dash's nerves were steadily fraying. She wanted very badly to show off and beat him, but at the same time, she wanted him to win. If she won, would he get mad and not like her? If she let him win, then her reputation and the title for Equestria's most awesome flyer were gone. She sighed. She just didn't know what to do.

Both announcement ponies took hold of the microphone. "And four. To. GOOOOOOO!"

In half a heartbeat, the Pegasi disappeared from the strip and left behind an explosion of a tailwind that almost took a few ponies with it. In mere seconds, both ponies had disappeared. They flew higher until they were dodging clouds. Both ponies were unsure of if it was time to pull ahead. Rainbow Dash dared to look at Cloud. His eyes were fixed on the sky and ground ahead, occasionally changing course according to the signs below them and settled into a few clouds. His concentration caused her to regrettably slow down so that he was ahead just by a little bit. At least she could say she tried, right?

The scenery flying by was quickly changing. Their ears were beginning to pop, telling Rainbow Dash that Ghastly Gorge was just ahead. Soon enough, the high walls of the small ravine were behind them in a flash, and they were now flying around rock formations and bramble bushes. It was then Rainbow Dash knew she had to pull ahead. Even though medical teams lined the tops of the gorge, she wasn't going to risk Cloud getting hurt. She pulled ahead, only to have Cloud dash to first place again. _No you featherbrain! _she screamed in her head Luckily, she managed to get in front of him and get some distance between them. He didn't know about Ghastly Gorge's—

All of a sudden, three quarray eels shot from their burrows and attempted to snap their massive jaws around the flying prey that had entered their vicinity. Rainbow Dash hoped that by pulling ahead she gave Cloud enough warning. When she was clear of the eels, she looked back to see Cloud flying over an eel and using its head to stomp down on for a burst of hoof-assisted speed. A final one came out to try its luck, but only received a nose full of Cloud's hoof as he flip kicked it. He shot Rainbow Dash a smirk and sped up to her.

She didn't try to block his pass, and only quickened her speed to catch up to his Cutie Mark. They flew through the gaps in the next bramble bush and shot through the opening of the windy cave. Rainbow constantly adjusted her body weight to compensate for the torrents of wind. Cloud fought right through it. The wind dared to push him out of first place, but he wasn't going to let that happen. It turns out the cave's wind was a little stronger than he was and eventually he was at a standstill. Rainbow Dash flew under him and grabbed his tail in her teeth. She dragged him toward the floor of the cave where the wind lost most of its strength. She whipped Cloud around ahead of her.

"That was awesome!" he screamed into the cave. He looked back and saluted her.

She couldn't help but smile and blush. She shrugged modestly, and let him have more distance. She flew closer to the floor to avoid the wind. She glanced up and nearly flew into a stalagmite at what she saw. Blue and white veins of infinitely branching lightning bolts sparked from his tail. His Tail Streak lit up the cave like a full moon, providing ample light to fly around everything in the cave. They rounded the final turn that let them out into the gorge again. The attacking sunlight caused both Pegasi to shield their faces.

Rainbow's stomach was churning with the acid of losing. She wanted very badly to fly past Cloud, but didn't want the colt to hate her. The end of the ravine was approaching fast. That's when she remembered how long the race was. She smiled challengingly at the ground. _I guess I could show him how it's done for a while, heheh._

Cloud was just rising to leave Ghastly Gorge when Rainbow shot out from under him and grabbed a commanding lead. Cloud stepped up his game, but didn't push himself all the way. Instead he drifted behind her, and watched her perform a trick here and there. _And I'm a showoff_, he laughed in his head.

Horseshoe Desert made a clear presence with sweltering heat and a huge sandstorm as soon as they left the forested hills of the countryside. Grains of sand attacked in packs to sting the racing ponies. They both had to squint to the point of barely being able to see to save their eyes from the billions of irritating particles. It was so bad that they had to eventually slow down to stop some of the pain. Cloud ahead by few feet and drifted to the right to shield Rainbow Dash from as much of the sand as he could.

Luckily for them, the sandstorm didn't blanket the whole desert, and soon they were ahead of the winds and back to streaking across the sky over the seemingly endless desert.

Back in Ponyville, both towns watched the zeppelin carrying Pinkie and Sugar eagerly while they waited for more news of the race. Pinkie Pie watched the horizon eagerly for any sign of a magically teleporting letter. "Oh, oh, when is it gonna get here?"

"Relax, Pinkie Pie", said their pilot, a unicorn named Star Dust, "They just left Ghastly Gorge, and you know how big Horseshoe Desert is. The next checkpoint is on the outer edge. It's going to be a few minutes."

"What if something in the desert got them?" Pinkie panicked. "Like a sand leech!"

"Those are extinct Pinkie." Star Dust brought the zeppelin around to fly it over the crowd again.

"But desert dragons aren't!" Sugar Pie exclaimed. "What if a desert dragon gets them!?"

Star facehoofed. Keeping the Pies from sinking the zeppelin with their worrying and energetic antics was proving to be a tiring task. She adjusted her captain's hat and ponytail. The little package that Twilight Sparkle instructed her to use in the case of a Pinkie Pie emergency was beginning to twinkle on the dash. She grabbed the package and opened it. The unwrapped it to find that it was a bowl containing to cupcakes. She smiled. "Oh, girls", she called, waving the bowl in the air.

"Food!" Pinkie Pie yelled. She snatched the bowl out of the pilot's hooves.

Sugar Pie tackled Pinkie Pie for the sweets. "Sugar!" cheered the mint mare, taking her cupcake from the bowl.

They both tapped their cupcakes together in a toast before maliciously devouring the poor pastries. Amidst the sounds of cupcake carnage, a small burst of condensed space teleported a scroll right in front of Star Dust. She levitated it outward and read to herself, "Checkpoint thirteen, the racers have entered Fillydelphia with Rainbow Dash barely ahead." She smiled and flipped the microphone on.

The ponies of the eastern city of Fillydelphia didn't know to brace themselves for the tailwinds that Rainbow and Cloud would be delivering behind them. As they zipped around the tall buildings, Cloud saw that there were crowds cheering them on. _The Mayors let everypony know, huh?_ He also noticed that they were all chanting Rainbow Dash's name and holding banners sporting her picture and name. He guessed that made sense since he barely left Canyon Run. Rainbow Dash was sort of famous. A burning thought drove him to make a name to himself too. He twisted and draft dashed from Rainbow's low-pressure wake. He rolled to the left and passed so closely under her that he could have kissed her.

Rainbow Dash flinched and nearly lost her balanced. She jerked herself back into the race and chased his tail down. She saw a skyscraper coming up with a sign pointing to go around it. She had him now; all she had to do was take the corner tighter than her. She and Cloud were about fifty yards away when he turned, locked his wings out, and drifted _sideways_ around the corner with about an inch of clearance.

_What!? How did he do that!?_ His drift blocked any chance she had to take first place in the corner, and what was worse, he didn't lose altitude or speed. _That was pretty cool though…_

The block they were now flying over was narrow, giving Rainbow little chance to pass Cloud, even from a vertical standpoint. However, it was the final straight away that led out into the vast sky over rural Fillydelphia. She spotted a cloud drifting by some four feet higher than they were flying. She smiled. Now it was her turn to show off. She put on the air brakes for a few yards and leveled with the cloud. Cloud tore past the final two buildings taking what he thought was a commanding lead. Rainbow Dash grabbed the cloud, and, by flipping it over, pushed off with all of her might. It exploded under her hooves, sending the mare streaking toward ahead of Cloud at a sonic speed. The scenery blurred together. Her eyes watered against the onslaught of wind. Eventually she had to slow down for ear that of flying into something going that fast.

Cloud didn't bother trying to catch up. Rainbow Dash had flown so far ahead that there was no chance he was going to catch her for a while. He settled with flying at his average speed, wondering when he would see Rainbow Dash again.

"Do you think Cloud will win, Momma?" Sprinkle asked Cirrus. She was happily seated on her mother's back with her hooves resting on the older mare's head.

"I don't know, Breezy", she replied. "But you can bet he's going to do his best!"

"Attention belooooooowwwww!" Came Pinkie Pie's echoed voice. "Cloud and Rainbow Dash are flying across Song Valley at supersonic speeds! Rainbow Dash has a super duper amazing lead!"

"They're on their way to Canterlot as we speak, folks!" Sugar Pie cleared her throat. "The princesses sure are going to get a show in a few minutes!"

"What!?" Gale screamed, "Cloud better hurry up and win! I swear if he doesn't…"

"Calm yourself", Gust said, "You wouldn't want to work yourself up over nothing."

"Cloud's losing?" Sprinkle gasped.

"Rainbow Dash must be some flyer", Cirrus stated, "Or Cloud's letting her win…"

The end of Song Valley came with the passing wind. Cloud had sped up so he could get Rainbow Dash back in his sight. He wasn't going to let her win, and even if he was going to it wasn't going to be by far. He knew her cloud burst would only last about six minutes. He let her get about three minutes out before sprinting to catch up. Now his wings were at full power, bringing Rainbow Dash to a speck in his vision. He didn't know, but Rainbow Dash had actually slowed down to a slow cruise to let him get closer.

She flew slightly faster when Cloud breezed by, she flew closer to the ground and watched him fly. She liked the way he flew so carefree. He swayed a little as he flew, which was unique since most Pegasi flew as smoothly as possible. She continued to admire him from her second place position and together, they rose higher and higher. That's when Rainbow Dash figured out they had flown past two waving princesses waiting for their flyby. She felt like she was going to puke up all of Applejack's apples. She missed an entire leg of the race by staring at Cloud the whole time. The sick feeling was soon replaced by burning anger at herself. She locked her wings in the delta position and spiraled into first place. Now it was her chasing the signs and checkpoint crews with Cloud desperately clinging to the few feet that separated them.

They were now moving so fast that one slip up would land them a luxurious week stay in a hospital. Rainbow Dash instinctively stopped thinking about everything but winning. She didn't even care about the Fire Lily shaking loose from her mane. Cloud saw it flapping in the wind and concentrated on it. They were in a steep dive to the valley between the mountains. His reaction window was only a tenth of a second, but he still managed to snatch the lily from the air and pull up to shorten the distance to the blue mare. He tucked his wings in and flipped over the front of Rainbow to slip the stem back into her mane. He recovered as soon as he was clear of her flight path, using another drafting technique to pull ahead from under her again. This time, however, he paused before completely taking first place.

"You should keep that in your mane", he said as softly as he could over the wind, "It helps bring out your cuteness more." With that he flipped back over and dashed several feet ahead, leaving Rainbow Dash to stare incredulously after him.

"He meant that", she breathed to herself. Her speed dropped so far it wouldn't even come up on radar. _What am I doing? I need to get moving again!_ She increased her speed until the doubts rose again. _But I can't win. He won't like me…_ She steadily got slower until she haphazardly landed on a high hill just before a river. Her hooves were no match for her weight, making her stumble upon touchdown. She sighed in defeat. Cloud would win, and she would become the laughing stock of Equestria. Did his opinion of her really mean that much to her?

"Hey, you okay?"

Her head shot up to see Cloud looking at her in near disbelief he was so worried. She looked away, unsure of what to say. Part of her wanted to cry, and the rest of her wanted to fly away to the deepest reaches of the land. She shuffled her hooves uneasily.

"Look, if you're sick or something, we don't have to finish the race." He took a step forward. Rainbow Dash looked sick to her stomach. He wanted to check her for a fever, but she didn't seem like she wanted her personal space invaded by his hoof.

"I'm not sick", she mumbled.

"Then what?"

She groaned. She couldn't tell him what was going on. She just couldn't! "I'm getting tired", she lied.

"Yeah, I'm feeling it too", Cloud admitted. "This race is killing my wings. Wanna take a break?"

"Huh?" Her eyes locked on him in disbelief. "What?"

"Yeah, let's go for a walk, catch our breaths and stuff." Cloud nodded to the riverbank. "Come one, the race can wait."

Rainbow Dash couldn't help but let her smile spread under her muzzle. She followed the stallion down the steep hill to the sandy shore. The current splashed against the shallow rocks settled in the middle of the river. The moist sand felt luxuriously cool against their hooves. The breeze was gently carrying the calming smells of valley flowers across their noses.

"Today was a great day to race ya, Dash", Cloud said to her. He trotted closer to the water to let the river lap at his hooves.

"It's pretty awesome weather", she agreed.

"Ya know, I really don't care who wins."

She stopped. "Really?"

He nodded with a smile. "I'm having so much fun. The most in a while."

"It's fun racing you too", Rainbow replied happily, "You're pretty good."

He gave the back of his neck a good scratch. "I never thought somepony would be better though."

The mare's heart somersaulted into her throat. He thought that she was better than him! It was just the comfort she needed to get over her anxiety about the whole winning thing. Now she could beat him with her eyes closed and wouldn't have to think twice about it. It was all back to normal now. She stretched her wings. "Ready to get back to me beating you?" she snickered, ending the calm atmosphere and brewing up a new, heated one.

He opened his too. "You haven't seen flying yet!"

They attempted to stare the other down, but with their impatience it only lasted about five seconds before the nearby trees were struggling to stay rooted to the ground. The newly blazing fires of competition raged on with the Pegasi mercilessly tearing through the sky at breakneck speeds. The next checkpoint team barely saw them as they flew by. They mountains were by far gone, and now they were flying to Cloud's home town. The grass beneath them gave way to patches of dirt, and eventually to rock. Canyon Run rushed toward them at blinding speed, and in a split second, Cloud and Rainbow Dash were racing underneath the plateau toward the southern parts of the giant chasm. They were in Cloud's territory now, giving him a hotel of advantages.

When they came upon the giant rock formations reaching for the sky from the bottom of the canyon, Cloud used his agility to navigate the quickest and most efficient way through them. Rainbow Dash didn't let herself fall far behind. She was far less agile than he was, but could still manage a reasonable course, even when they became denser. The forest of rock stopped all at once, and a giant sign hanging from a cloud directed them to go straight up. Rainbow Dash flew up, and only just spotted Cloud's tail disappearing over the canyon wall. She picked up her pace and shot up to find that she was quickly losing distance. An idea hit her. Something that she was taught back in flight school. She put her wings to their max power and flew as high as she could. It cost her more ground, but now she could end the race with a bang.

Meanwhile Cloud was rapidly approaching the finish line. The crowd was already in view and was getting bigger fast. Both sides began cheering, especially Canyon Run.

"And here they come now, everypony!" announced Sugar Pie. "Cloud has a commanding lead and it looks like it'll be wrapped up in just a few seconds!"

Pinkie Pie squinted her eyes. In the distance she could see Rainbow searing toward them. "Hold your cakes, folks. Rainbow Dash is on her way and coming fast!"

The next five seconds were instantaneous in everypony's memory banks. Cloud was two hundred yards away from winning the race when Rainbow Dash passed him. It only took her five more yards to shatter the repelling wall of air and light the sky up with a Sonic Rainboom. Her speed shot through the roof and she broke the finish tape with explosive speed. She put her hooves to the ground and skidded fifty feet before rolling to a stop. Everypony gaped at her and then adjusted their gazes back to Cloud, who had stopped on top of a large boulder far off from them. He was waving softly.

Everypony lost their bananas over Rainbow's win. Even the ponies from Canyon Run cheered her on. They had never even heard of something so rare before.

"He lost!?" Gale shrieked.

"He threw the race", Gust said frankly.

"He did?!"

His family turned to stare at him.

"You didn't notice how he turned his wings inward to land on the rock before Rainbow Dash did whatever that was she did?" He frowned. "Even though she did do that, he still would have won easily. His body shape would have let him slip right into her sonic cone and overtake her. He lost on purpose."

Cloud smiled as he waved to the pony that had just become Equestria's greatest flyer. No pony would have been able to guess that he let her win. With that stunt, she sure did deserve it. "I better not regret losing", he told himself.

On that thought, he left the rock for the massive crowd that was no longer paying attention to him. Rainbow Dash sure was the pony he was looking for, and now it was time to let her know that.

**This chapter was a lot of fun to write, but it was super hard. I wanted to make it as fast paced as I could, but kept worrying that I was making it choppy, which I still think it is. Anyways, the delays should become smaller in the coming times as it was this chapter hogging all of my time. There's a little detail in this chapter and across the story that I've hoped you have noticed, because the next chapter feeds off of it. Let's just say that the race isn't exactly the climax of the story.**


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